Green Cross Health Limited’s 2019 Annual Report Released

Consolidated Financial Statements
for the year ended 31 March 2019
Annual Report
2019

346
doctors
nurses
325
medical centres41
enrolled patients
255,000
63
297
360
pharmacies
1. 6
million
loyalty members
clients
30,500
support workers
3,000
home visits
each year
million
4.2
t
clinical staff including qualified nurses,
occupational therapists & physiotherapists
180
specialist
nurses
50
Who we are
Green Cross Health’s promise is to provide the best health support, care and advice to New Zealand
communities. We are passionate about supporting healthier communities through our network of
pharmacies, medical centres and community health services.

Annual Report 2019 |
03
Contents
04 Financial summary
07 Company report
10 Company report – Pharmacy division
14 Company report – Medical division
16 Company report – Community Health division
20 Directors’ declaration
21 Independent auditor’s report
25 Group financial statements
30 Notes to the financial statements
57 Group entities
62 Board of directors
65 Corporate governance
73 Other annual report disclosures
77 Shareholder information
79 Company directory

04
| GREEN CROSS HEALTH
Financial summary
So let’s start with the plain English version of our accounts. If you are interested, more details can be found in the
financial statements and notes further on in this report.
2019
$’000
2018
restated*
$’000
We generate revenue from four sources:
Pharmacy retail and dispensary sales 304,627 309,300
Community Health fees 156,501 143,181
Medical fees 70,539 52,721
Other pharmacy and group provided services 35,569 32,003
Our costs to operate are primarily:
Wages and salaries 263,250 237,460
Costs of products sold 198,929 198,791
Other costs (marketing, governance, communications etc) 46,817 44,241
Lease expense 21,310 20,604
Depreciation and amortisation 8,431 7,165
Organic growth and acquisitions in medical centres, and contract wins in Community Health
have increased total sales. This continued sales growth is reflected in ongoing additional
costs, especially wages and salaries. The increase in depreciation and amortisation
reflects the ongoing investment in pharmacies, medical centres and IT infrastructure.
After all income and expenses we earned:
Profit before tax 27,428 27,929
Tax expense(7,339) (7,801)
Profit after tax 20,089 20,128
Non-controlling interest(3,984) (4,517)
Profit after tax attributable to the Parent shareholders16,10515,611
*We have restated 2018 amounts due to the application of the new accounting standards and leave liability restatement.
The new accounting standards have been applied to the 2019 amounts also.

Annual Report 2019 |
05
2019
$’000
2018
restated*
$’000
What happened to the profit and where did the cash go?
We started the year with a bank balance of 10,754 18,195
Our profit after tax (and after adjusting for non-cash items) was 23,908 25,079
We bought and sold various businesses (2,684) (7,149)
We bought fixed assets(8,947) (11,784)
We repaid bank borrowings(105) (16,314)
We paid dividends to our shareholders(10,045) (3,111)
We paid dividends to our minority partners(1,986) (2,264)
We acquired cash with the businesses we bought 214 -
Our working capital increased by 5,543 8,102
We ended the year with a bank balance of 16,652 10,754
$0m
$5m
$10m
$15m
$20m
20192018*20172016
Prot after tax
-$60m
-$50m
-$40m
-$30m
-$20m
-$10m
$0m
2019201820172016
Net debt
represents borrowings less bank balances
*We have restated 2018 amounts due to the application of the new accounting standards and leave liability restatement.
The new accounting standards have been applied to the 2019 amounts also.
Financial summary

06
| GREEN CROSS HEALTH
As at
March
2019
$’000
As at
March
2018
restated*
$’000
So what is the equity book value?
We have total assets of 264,797 255,233
We have total liabilities of(130,854) (129,630)
So our equity book value is 133,943 125,603
Which represents a net asset value for each share of (cents) 93.6 87.7
*We have restated 2018 amounts due to the application of the new accounting standards and leave liability restatement.
The new accounting standards have been applied to the 2019 amounts also.
$0m
$30m
$60m
$90m
$120m
$150m
20192018*20172016
Net assets
0
5
10
15
20
25
2019201820172016
Dividends per share
(cents)
Financial summary

Annual Report 2019 |
07
Company report
We delivered a 5.6% increase in Revenue to $567m in the 12 months to 31
March 2019 compared to the prior period. Net Profit after Tax Attributable to
Shareholders of the Parent was $16.1m, up 3.2% from $15.6m (restated from
$16.8m as outlined in the notes to the financial statements) in the prior period.
During the year, the Pharmacy division responded to protect its market
position. This, combined with infrastructure change and mall redevelopment
at several key sites, led to a gross margin decline.
The Medical division continued to post strong results as it benefits from
organic growth and selective acquisitions.
The Community Health division result was impacted by a challenging funding
and labour cost landscape and the company is looking for support from
funders to ensure the ongoing viability of this division.
The year in review saw a transition in management, with Rachael Newfield
beginning a newly created position as Group CEO in late January 2019.
Rachael has significant CEO and commercial experience, having previously
held the position of CEO of the Carter Holt Harvey Wood Products division.
Several other senior management changes occurred, including the recent
departure of our Group CFO, who we are currently recruiting to replace, and
the appointment of a new Community Health division CEO, Alison Van Wyk.
Alison has a long history with Green Cross Health and significant experience
in the primary health care sector.
The company is in a strong financial position, having generated approximately
$30m in operating cash flows per annum for the past two years and
maintaining a conservative balance sheet. This position allows the company
to pay dividends, withstand market pressures and invest in growth and/or
pay down debt.
Green Cross Health has continued to focus on its strategy to provide
accessible, quality primary health care to New Zealand communities.
The year has been one of transition as the company has responded
to increased competition in the Pharmacy division and an increasingly
difficult funding environment in the Community Health division. In
all divisions, we continue to adapt as the market evolves, constantly
refining our model to manage costs and margins while capitalising on
growth opportunities.
5.6
%
revenue increase to $567 million

08
| GREEN CROSS HEALTH
Result summary
• Revenue of $567m (+5.6%)
• EBITDA at $36.9m (+2.3%)
• Operating Profit $29.4m (-2.2%)
• Net Profit after Tax Attributable to the Parent Shareholders
of $16.1m (+3.2%)
• Pharmacy Revenue flat at $340m, Operating Profit down 5.5% at $27.3m
on the back of a record low cold and flu winter season and a decline in
gross margin as the company responded to competitive pressures
• Medical performed strongly with Revenue up 33.8% and Operating
Profit up 20.4% to $4.4m driven by an increase in enrolled patient
numbers from organic growth and selective acquisitions
• Community Health Revenue up 9.3% but Operating Profit $0.1m (down
$1.1m) as the division continues to struggle with under-funding from
various legislative changes
• Operating Cash Flow $29.5m (down $3.7m)
• Net Debt $32.5m (reduction of $6.0m)
$0m
$5m
$10m
$15m
$20m
$25m
$30m
$35m
20192018*20172016
Group operating prot
before interest and tax
$0m
$100m
$200m
$300m
$400m
$500m
$600m
20192018*20172016
Group operating revenue
*We have restated 2018 amounts due to the application of the new accounting standards and leave liability restatement.
The new accounting standards have been applied to the 2019 amounts also.
Company report

Annual Report 2019 |
09

10
| GREEN CROSS HEALTH
Pharmacy division
Unichem and Life Pharmacy
During the year, the company added three licensed stores to the branded
group, which now totals 360 Unichem and Life pharmacies, of which 89 are
stores in which we hold an equity stake.
Our Living Rewards loyalty programme grew 8.0% to 1.6 million New
Zealanders participating in the Living Rewards programme at 31 March
2019. We remain focused on providing a strong multi-channel customer
experience, along with personalised customer service supporting health,
beauty and wellness.
The upgrade of the Life Pharmacy e-commerce site was largely completed
during the year. The focus is now shifting to driving traffic and sales via
digital marketing, leveraging our Living Rewards membership and partnering
with our suppliers to deliver increased sales via this channel.
A record low cold and flu winter season meant pharmacy revenue was
flat year on year. We continue to adapt to the changing market, ensuring
a focus on cost and margin management, along with capitalising on new
product and category growth opportunities.
The company continued to optimise its pharmacy investments and made
a number of changes to its equity positions in the store network. External
challenges disrupted several stores this year, including major infrastructure
works in the Auckland CBD and mall redevelopments in multiple locations.
The efforts of our team managing through such disruptions has been
noteworthy. Unichem Plimmer Steps Pharmacy and Unichem Waikanae
Beach Pharmacy greenfield sites were opened in the Wellington region,
whilst Unichem Pakuranga Pharmacy was relocated to an expanded site in
a new, purpose-built integrated family health centre.
1. 6
million
loyalty members
360
stores
During the year we continued to focus on our customer experience,
engagement and health outcomes. The expert care and advice our
teams provide, coupled with our professional instore experience,
differentiates us from our competition. While increasing our national
coverage, we upgraded our online capability to further support our
strategy to engage with customers using multiple channels.

Annual Report 2019 |
11
During the year, Green Cross Health restructured its presence in the
China Cross Border e-commerce market, capitalising on New Zealand’s
reputation for health, beauty and wellness products. The Unichem-branded
Alibaba T-Mall site is now one of the top 15 highest selling health product
sites on T-Mall.
The company continues to leverage its national network to expand existing
funder streams, including aged residential care and community residential
care, whilst developing new strategic partnerships, such as funded health
services with private healthcare insurers.
Highlights
• Three licensed stores were added to the branded group, which now
totals 360 Unichem and Life pharmacies
• Same store sales were up 1.1% year on year, despite a record low cold
and flu season
• In the China cross border e-commerce market, the Unichem-branded
Alibaba T-Mall site is now one of the top 15 highest selling health
product sites on T-Mall
• The upgrade of the Life Pharmacy e-commerce site was
largely completed
• Living Rewards membership grew 8.0% to 1.6 million New Zealanders
$0m
$5m
$10m
$15m
$20m
$25m
$30m
2019201820172016
Pharmacy operating prot
before interest and tax
$0m
$50m
$100m
$150m
$200m
$250m
$300m
$350m
2019201820172016
Pharmacy operating revenue
Company report – Pharmacy division

12
| GREEN CROSS HEALTH
Future focus
• Leverage the significant strengths we have with our bricks and mortar
network using our trusted brands
• Utilise our 1.6 million loyalty database to obtain insights and continue to
provide expert care and advice to our customers
• Continue to focus on cost management, operational improvements and
core retail disciplines to further improve the customer experience
• Evolve product range and offering to capitalise on retail growth
opportunities, while ensuring an emphasis on margin management
across all product categories
• Drive e-commerce sales through digital marketing
• Maximise market opportunities in China through cross-border e-commerce
• Continue to work with the Ministry of Health, District Health Boards and
other funders on new services, while strengthening our connection with
New Zealand communities
Company report – Pharmacy division

Annual Report 2019 |
13

14
| GREEN CROSS HEALTH
The Medical division delivered continued growth year on year. The
company has invested to drive patient growth both organically and through
selected acquisitions. We continue to focus on developing our people,
processes and systems to improve patient outcomes and experience.
Medical division Revenue increased 33.8% to $70.5m, with Operating Profit
up 20.4% to $4.4m, driven by organic growth, selective acquisitions and
improvements in operational efficiency.
The division increased enrolled patients by approximately 18,000 (+7.6%)
since March 2018 to 255,000.
During the year we continued to grow our clinic network. Two medical
businesses, located at Waimauku and St Heliers, were acquired during the
year. The Medical division also increased its investment in two associate
medical centre businesses, at New Lynn and Whakatane, moving to
majority interest. The net acquisition cost invested in medical centres over
the 12 months to 31 March 2019 was $3.4m. The Doctors network now
numbers 41 medical centres.
From an operational perspective, we have continued to roll-out our three-
legged centre leadership model (GP Lead, Nurse Lead, Medical Centre
Manager) across much of the network to better reflect the team approach
that is required in the delivery of modern primary care. Efficiency in practice-
level flexible funding has also been sought for a number of practices
through working more closely with regional primary health organisations.
Clinically, a key focus has been maintaining quality across the network,
with all GP sites obtaining or working towards Cornerstone accreditation,
and all Urgent Care centres maintaining accreditation through their Urgent
Care audits. Our practices are supported by our Clinical Advisory Team
who actively promote shared leadership to provide a means for clinicians,
managers and other staff to work together to improve and be held
accountable for the quality and safety of care.
Medical division
The Doctors
41
medical centres
7. 6
%
increase in enrolled patients
to 255,000

Annual Report 2019 |
15
Highlights
• Medical division Revenue increased 33.8% to $70.5m
• Operating Profit up 20.4% to $4.4m
• Enrolled patients grew by approximately 18,000 (+7.6%) to 255,000
• Continued expansion of The Doctors presence, with an increase of two
medical businesses to now 41 centres
Future focus
• Network and patient number growth through organic and
selected acquisition
• Continue to pursue operational efficiencies to support patient number
growth and enhance delivery of high-quality patient care
$0m
$1m
$2m
$3m
$4m
$5m
2019201820172016
Medical operating prot
before interest and tax
$0m
$10m
$20m
$30m
$40m
$50m
$60m
$70m
$80m
2019201820172016
Medical operating revenue
Company report – Medical division

16
| GREEN CROSS HEALTH
The year was challenging for Community Health as it continued to
suffer from under-funding as a result of pay equity and guaranteed
hours legislation. The company hopes more sustainable community
health funding will be a result of the health and disability review
currently being undertaken by Government. Community Health also
remains focused on growing revenue in the higher clinical needs
segment and continuing to pursue operational efficiencies.
Revenue growth in Community Health continued, up 9.3% to $156.5m.
However, the Community Health Operating Profit was disappointing at
$0.1m, down $1.1m from $1.2m reported in the prior year largely due to
continued funding challenges. Included in the $0.1m operating result is a
$0.4m increase in leave liability resulting from support worker pay increases
due to pay equity legislation.
The division was one of five organisations who won the tender to deliver
national ACC Integrated Home and Community Support Services, which
provides an opportunity for Community Health to grow its market share in
the ACC market.
As part of a programme to review profitability by contract, the division exited
the underperforming Midland DHB contract and retendered and won the
Greater Wellington contract on new terms which began on 1 April 2019
alongside an additional provider.
Total Care Health, our nursing business which supports our higher clinical
needs clients, continued to expand our service offering in multiple regions
including Whangarei, Rotorua, New Plymouth, Napier and Wellington.
Community Health division
Access Community Health and Total Care Health
30,500
clients
4.2
million
home visits

Annual Report 2019 |
17
Highlights
• The division was one of five organisations who won the tender to deliver
national ACC Integrated Home and Community Support Services, which
provides an opportunity to grow our market share in the ACC market
• We exited the underperforming Midland DHB contract and retendered
and won the Greater Wellington contract on new terms which began on
1 April 2019 alongside an additional provider
• Our specialist Total Care Health nursing business extended its coverage
to Whangarei, Rotorua, New Plymouth, Napier and Wellington
Future focus
• Further expansion of our Total Care Health nursing coverage requiring
more specialist health care skills for complex client needs
• Continue to pursue cost and operational efficiencies, particularly around
public holiday management and rostering efficiencies
• Review contract profitability and, where contracts are loss-making, work
proactively with funders to rebalance outcomes
$0.0m
$0.5m
$1.0m
$1.5m
$2.0m
$2.5m
$3.0m
20192018*20172016
Community Health operating prot
before interest and tax
$0m
$50m
$100m
$150m
$200m
20192018*20172016
Community Health operating revenue
*We have restated 2018 amounts due to the application of the new accounting standards and leave liability restatement.
The new accounting standards have been applied to the 2019 amounts also.
Company report – Community Health division

18
| GREEN CROSS HEALTH

Annual Report 2019 |
19
The year ahead
Looking forward, the company remains focused on ensuring that Green
Cross Health is well positioned to provide quality primary health care
through its network of health care experts. Green Cross Health is confident
in delivering future earnings growth, both organically and through selective
acquisitions. The company’s trusted brands and nationwide footprint will
continue to offer convenient access to health, beauty and wellness products
and services. Green Cross Health is developing income streams that use
the company’s nationwide network as a base for commercial success.
Dividend
The Directors have resolved to pay a fully imputed final dividend of 3.5 cents
per share to shareholders on the register at 5pm on 13 June 2019. The
dividend is consistent with the prior year and will be paid on 27 June 2019.
Thank you to our team
None of our results would be achieved without the hard work and
dedication of our teams, who provide expert care and advice, every day.
Thank you for going above and beyond every day to support the health of
New Zealand communities.
Company report (continued)

20
| GREEN CROSS HEALTH
Directors’
declaration
For the year ended 31 March 2019
In the opinion of the Directors of Green Cross Health Limited, the financial
statements and notes, on pages 25 to 56:
• Comply with New Zealand generally accepted accounting practice
and give a true and fair view of the financial position of the Green
Cross Health Limited Group as at 31 March 2019 and the results of its
operations and cash flows for the year ended on that date
• Have been prepared using appropriate accounting policies, which have
been consistently applied and supported by reasonable judgements
and estimates
The Directors believe that proper accounting records have been kept which
enable, with reasonable accuracy, the determination of the financial position
of the Group and facilitate compliance of the financial statements with the
Financial Reporting Act 2013.
The Directors consider that they have taken adequate steps to safeguard the
assets of the Group, and to prevent and detect fraud and other irregularities.
Internal control procedures are also considered to be sufficient to provide
a reasonable assurance as to the integrity and reliability of the financial
statements.
The Directors are pleased to present the financial statements of Green Cross
Health Limited for the year ended 31 March 2019.
For and on behalf of the Board of Directors:
Peter Merton
Chair
28 May 2019
Carolyn Steele
Director
28 May 2019

Annual Report 2019 |
21
Independent
auditor’s report
To the shareholders of Green Cross Health Limited
Report on the consolidated financial statements
Opinion
In our opinion, the accompanying consolidated financial statements of Green Cross
Health Limited (the Company) and its subsidiaries (the Group) on pages 25 to 56:
i. present fairly in all material respects the Group’s financial position as at 31 March
2019 and its financial performance and cash flows for the year ended on that
date; and
ii. comply with New Zealand Equivalents to International Financial Reporting
Standards and International Financial Reporting Standards.
We have audited the accompanying consolidated financial statements
which comprise:
• the consolidated statement of financial position as at 31 March 2019;
• the consolidated statements of comprehensive income, changes in equity and
cash flows for the year then ended; and
• notes, including a summary of significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(New Zealand) (‘ISAs (NZ)’). We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical
Standard 1 (Revised) Code of Ethics for Assurance Practitioners issued by the New
Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ Code of Ethics for Professional Accountants
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s
responsibilities for the audit of the consolidated financial statements section
of our report.
Our firm has also provided other services to the Group in relation to tax compliance
and advisory services. Subject to certain restrictions, partners and employees of
our firm may also deal with the Group on normal terms within the ordinary course of
trading activities of the business of the Group. These matters have not impaired our
independence as auditor of the Group. The firm has no other relationship with, or
interest in, the Group.

22
| GREEN CROSS HEALTH
Materiality
The scope of our audit was influenced by our application of materiality. Materiality
helped us to determine the nature, timing and extent of our audit procedures and
to evaluate the effect of misstatements, both individually and on the consolidated
financial statements as a whole. The materiality for the consolidated financial
statements as a whole was set at $1.2 million determined with reference to a
benchmark of group profit before tax. We chose the benchmark because, in our
view, this is a key measure of the Group’s performance.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the consolidated financial statements in the
current period. We summarise below those matters and our key audit procedures
to address those matters in order that the shareholders as a body may better
understand the process by which we arrived at our audit opinion. Our procedures
were undertaken in the context of and solely for the purpose of our statutory
audit opinion on the consolidated financial statements as a whole and we do
not express discrete opinions on separate elements of the consolidated financial
statements.
The key audit matter: Impairment of goodwill ($126.5 million)
Refer to note 12 of the consolidated financial statements.
The Group has grown significantly through acquisitions in its Pharmacy, Medical
and Community Health business units which has resulted in the recognition of
goodwill on the balance sheet in the amount of $75.1 million, $32.4 million and
$19.0 million, respectively.
In the event the business units under-perform compared to their business cases,
there is a risk that the goodwill arising on acquisition may no longer be supported.
As disclosed in note 12, the Group uses a discounted cash flow model to
determine the recoverable amount of its business units to which goodwill has been
allocated. The key assumptions include:
• Income growth rates and achievement of operating cost efficiencies taking
into consideration the Group’s business unit plans and ensuring consistent
application of best practice across its pharmacies, medical centres and home
care operations;
• Discount rates based on a weighted average cost of capital applicable for
each of the cash generating units reflecting an assessment of the time value of
money and the risks specific to the business; and
• A terminal growth rate taking into consideration the long term inflation rate.
The annual impairment test performed by the Group was significant to our audit
due to the magnitude of the goodwill balance and because the assessment
process involved judgment about the future performance of the business units,
including considering future economic and market conditions.
Independent
auditor’s report
(continued)

Annual Report 2019 |
23
How the matter was addressed in our audit
Our audit procedures included:
• Ensuring the allocation of goodwill to the Group’s business units is appropriate;
• Evaluating the methodology, mathematical accuracy and assumptions applied
in the discounted cash flow models. We used our own valuation specialists to
assist us with the consideration of terminal growth and discount rates;
• Challenging management’s cash flow assumptions over projected cash flows
taking into consideration the expected impact of the Group’s business plans
for each business unit by reference to their historical performance and the
internal and external factors that influence their operations;
• Performing sensitivity analysis around the key assumptions used in the models,
and reviewed appropriateness of related disclosures in the consolidated
financial statements.
We did not identify material exceptions from procedures performed, and found the
judgements and assumptions used in the assessment of goodwill impairment to
be balanced.
Other information
The Directors, on behalf of the Group, are responsible for the other information
included in the entity’s Annual Report. Other information includes the Directors
Declaration and the other information included in the Annual Report. Our opinion
on the consolidated financial statements does not cover any other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our
responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit or otherwise appears materially
misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.
We have received the Directors Declaration and have nothing to report in regards
to it. The Annual Report is expected to be made available to us after the date of
this Independent Auditor’s Report and we will report the matters identified, if any,
to the Directors.
Use of this Audit Report
This independent auditor’s report is made solely to the shareholders as a body. Our
audit work has been undertaken so that we might state to the shareholders those
matters we are required to state to them in the independent auditor’s report and
for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the shareholders as a body for our audit
work, this independent auditor’s report, or any of the opinions we have formed.

24
| GREEN CROSS HEALTH
Responsibilities of Directors for the consolidated financial statements
The Directors, on behalf of the Company, are responsible for:
• the preparation and fair presentation of the consolidated financial statements
in accordance with generally accepted accounting practice in New Zealand
(being New Zealand Equivalents to International Financial Reporting Standards)
and International Financial Reporting Standards;
• implementing necessary internal control to enable the preparation of a
consolidated set of financial statements that is fairly presented and free from
material misstatement, whether due to fraud or error; and
• assessing the ability to continue as a going concern. This includes disclosing,
as applicable, matters related to going concern and using the going concern
basis of accounting unless they either intend to liquidate or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the audit of the
consolidated financial statements
Our objective is:
• to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to
fraud or error; and
• to issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs NZ will always detect a material misstatement
when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of these consolidated financial
statements is located at the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-
responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is
Aaron Woolsey.
For and on behalf of
KPMG
Auckland
28 May 2019
Independent
auditor’s report
(continued)

Annual Report 2019 |
25
Group financial
statements
26 Consolidated statement of comprehensive income
27 Consolidated statement of changes in equity
28 Consolidated statement of financial position
29 Consolidated statement of cash flows
30 Notes to the financial statements

26
| GREEN CROSS HEALTH
Consolidated statement
of comprehensive income
For the year ended 31 March 2019
Note2019
$’000
2018
restated
$’000
Operating revenue4567,236537,205
Operating expenditure6.2(530,306)(501,096)
Depreciation and amortisation11,12(8,431)(7,165)
Share of equity accounted net earnings14874 1,077
Operating profit before interest and tax29,373 30,021
Interest income44 208
Interest expense(1,989)(2,300)
Net interest expense(1,945)(2,092)
Profit before tax27,428 27,929
Income tax expense7(7,339)(7,801)
Profit after tax for the year20,089 20,128
Other comprehensive income for the year, net of tax - -
Total comprehensive income for the year20,089 20,128
Attributable to:
Shareholders of the Parent 16,105 15,611
Non-controlling interest3,984 4,517
Attribution of profit and comprehensive income to shareholders and non controlling
interest
20,089 20,128
Earnings per share:
Basic earnings per share (cents)811.25 11.05
Diluted earnings per share (cents)811.22 11.02
The accompanying Statement of Accounting Policies and Notes to the
Financial Statements on pages 30 to 56 form part of the financial statements.
Group financial statements

Annual Report 2019 |
27
Consolidated statement
of changes in equity
For the year ended 31 March 2019
NoteShare
capital
$’000
Retained
earnings
$’000
Non-
controlling
interest
$’000
Total
equity
$’000
Balance at 1 April 2017 (restated)83,887 22,201 4,855 110,943
Profit for the year (restated)15,611 4,517 20,128
Total comprehensive income for the year15,611 4,517 20,128
Transactions with owners, recorded directly in equity
Issue of shares6,707 6,707
Dividends to shareholders9(9,818)(9,818)
Distribution to non-controlling interests(2,264)(2,264)
Impact of other transactions with non-controlling interest(108)- (108)
Share scheme amortisation15 15
Balance at 31 March 2018 (restated)90,609 27,886 7,108 125,603
Balance at 1 April 2018 (restated)90,609 27,886 7,108 125,603
Profit for the year16,105 3,984 20,089
Total comprehensive income for the year16,105 3,984 20,089
Transactions with owners, recorded directly in equity
Issue of shares-
Dividends to shareholders9(10,021)(10,021)
Distribution to non-controlling interests(2,026)(2,026)
Impact of other transactions with non-controlling interest(128)422 294
Balance at 31 March 201990,609 33,843 9,489 133,940
The accompanying Statement of Accounting Policies and Notes to the
Financial Statements on pages 30 to 56 form part of the financial statements.
Group financial statements

28
| GREEN CROSS HEALTH
Consolidated statement
of financial position
As at 31 March 2019
Note2019
$’000
31 Mar-18
restated
$’000
1 Apr-17
restated
$’000
Equity
Share capital90,610 90,609 83,887
Retained earnings33,843 27,886 22,201
Total equity attributable to shareholders of the Parent124,453 118,495 106,088
Non-controlling interest9,490 7,108 4,855
Total equity133,943 125,603 110,943
Current assets
Cash and cash equivalents16,652 10,754 18,195
Trade and other receivables1036,076 36,731 33,859
Inventories32,804 34,199 33,713
Total current assets85,532 81,684 85,767
Non-current assets
Property, plant and equipment1122,291 20,916 21,966
Intangible assets12137,664 135,196 124,381
Deferred tax asset1312,912 11,173 8,470
Equity accounted group investments146,398 6,264 5,127
Total non-current assets179,265 173,549 159,944
Total assets264,797 255,233 245,711
Current liabilities
Payables and accruals1579,975 75,287 64,197
Income taxes payable151,760 3,924 3,872
Borrowings1625,556 16,310 28,586
Total current liabilities107,291 95,521 96,655
Non-current liabilities
Payables and accruals15- 1,195 1,162
Borrowings1623,563 32,914 36,951
Total non-current liabilities23,563 34,109 38,113
Total liabilities130,854 129,630 134,768
Net assets133,943 125,603 110,943
The accompanying Statement of Accounting Policies and Notes to the
Financial Statements on pages 30 to 56 form part of the financial statements.
Group financial statements

Annual Report 2019 |
29
Consolidated statement
of cash flows
For the year ended 31 March 2019
Note2019
$’000
2018
$’000
Cash flows from operating activities
Dividend received14706 781
Receipts from customers568,525 519,823
Interest received44 208
Payments to suppliers and employees(525,636)(474,789)
Interest paid(1,989)(2,300)
Income taxes paid(12,199)(10,542)
Net cash inflow from operating activities1729,451 33,181
Cash flows from investing activities
Purchase of property, plant, equipment and software intangibles(8,947)(11,784)
Acquisition of interests in equity accounted investments- (1,048)
Acquisition of interests in subsidiaries and non-controlling interests5(3,372)(6,101)
Proceeds from sale of shares in subsidiary688 -
Net cash outflow from investing activities(11,631)(18,933)
Cash flows from financing activities
Proceeds from borrowings19,575 57,312
Repayment of borrowings(19,680)(73,626)
Distribution to non-controlling interest(1,986)(2,264)
Dividends paid(10,045)(3,111)
Net cash outflow from financing activities(12,136)(21,689)
Net increase in cash and cash equivalents5,684 (7,441)
Add opening cash and cash equivalents10,754 18,195
Cash acquired: business combinations5214 -
Closing cash and cash equivalents16,652 10,754
Reconciliation of closing cash and cash equivalents
to the consolidated statement of financial position:
Cash and cash equivalents16,652 10,754
Closing cash and cash equivalents16,652 10,754
The accompanying Statement of Accounting Policies and Notes to the
Financial Statements on pages 30 to 56 form part of the financial statements.
Group financial statements

30
| GREEN CROSS HEALTH
Notes to the
financial statements
For the year ended 31 March 2019
1. Reporting Entity
Green Cross Health Limited (the “Parent” or
the “Company”) is a New Zealand company
registered under the Companies Act 1993 and is
an FMC entity for the purposes of the Financial
Reporting Act 2013 and the Financial Markets
Conduct Act 2013. The Financial Statements
have been prepared in accordance with these
Acts. The Company is listed on the NZX Main
Board (“NZX”).
The consolidated financial statements of Green
Cross Health Limited comprise the Parent, its
subsidiaries, and its interest in associates and joint
ventures (together referred to as the “Group”).
2. Basis of preparation
(a) Statement of compliance
The financial statements have been prepared
in accordance with New Zealand Generally
Accepted Accounting Practice (“NZ GAAP”).
They comply with New Zealand equivalents
to International Financial Reporting Standards
(“NZ IFRS”), and other applicable Financial
Reporting Standards, and authoritative notices
as appropriate for a Tier one for profit entity.
They also comply with International Financial
Reporting Standards.
The financial statements were approved by the
Board of Directors on 28 May 2019.
(b) Basis of measurement
The financial statements of the Group are
prepared under the historical cost basis unless
otherwise noted within the specific accounting
policies below.
(c) Changes in accounting policies
Other than as disclosed below, the accounting
policies applied by the Group in these financial
statements are the same as those applied
by the Group in its consolidated financial
statements for the year ended 31 March 2018.
The Group has not applied any standards,
amendments to standards and interpretations
that are not yet effective.
Grants from government bodies
The Group receives funding from government
bodies to reflect increased costs incurred in the
provision of services by the Community Health
division. In prior periods this additional funding
was offset against personnel costs incurred.
In accordance with IAS20 this funding is now
recognised as revenue rather than an offset
against personnel costs. Comparative figures
have been restated to reflect this change,
resulting in an increase in revenue of $14.3m and
a corresponding increase in operating expenses.
The overall net effect on reported March 2019
net profit and operating cash flows is nil.
The change in accounting policies had no effect
on the Group’s statement of financial position
as at 31 March 2019 or the Group’s statement
of comprehensive income.
Adoption of NZ IFRS 15 revenue from
contracts with customers
NZ IFRS 15 establishes a comprehensive
framework for determining whether, how much
and when revenue is recognised. It replaced
NZ IAS 18 Revenue, NZ IAS 11 Construction
Contracts and related interpretations.
The Group has adopted NZ IFRS 15 Revenue
from Contracts with Customers using the
retrospective effect method with a date of initial
application of 1 April 2018.
Practical expedients under the retrospective
method have not been applied by the Group as
these are not applicable in case of the Group.
On adoption of NZ IFRS 15, the Group has
written off certain contract costs previously
capitalised in the amount of $0.6m which would
not have been eligible to be capitalised under the
new standard. These related to costs incurred
in obtaining contracts which do not fulfil the
recognition criteria under NZ IFRS 15.

Annual Report 2019 |
31
The following table summarises the impact of adopting IFRS 15, change in accounting policies in respect of
government grants and correction of an error in calculating the provision for alternate leave (note 15) on the Group’s
financial statement:
Amount
previously
reported
IFRS 15
adjustment
IAS 20
adjustment
Error
restatement
Restated
amount
1 April 2017
Statement of financial position
Deferred tax asset7,970 500 8,470
Payables and accruals62,410 1,787 64,197
Retained Earnings23,488 (1,287)22,201
31 March 2018
Statement of financial position
Intangible assets135,827 (631)135,196
Deferred tax asset10,393 780 11,173
Income Tax Payable4,101 (177)3,924
Payables and accruals72,501 2,786 75,287
Retained Earnings30,346 (454)(2,006)27,886
31 March 2018
Statement of comprehensive income
Operating revenue522,909 14,296 537,205
Operating expenditure(485,170)(631)(14,296)(999)(501,096)
Income tax expense(8,258)177 280 (7,801)
Adoption of NZ IFRS 9 financial instruments
NZ IFRS 9: Financial Instruments (effective for annual periods beginning on or after 1 January 2018). This standard
addresses the classification, measurement and recognition of financial assets and liabilities, introduces new rules for
hedge accounting and a new impairment model for financial assets.
The Group’s adoption of the new standard on 1 April 2018 did not give rise to a transition adjustment. The Group
has assessed which business models apply to its financial assets and classified these into the appropriate categories
under NZ IFRS 9. Financial assets which were previously classified as loans and receivables are now classified as
financial assets recognised at amortised cost.
There is no impact on the Group’s accounting for financial liabilities. The derecognition rules have been transferred
from NZ IAS 39 Financial Instruments: Recognition and Measurement and have not been changed.
The new impairment model requires the recognition of impairment provisions based on expected credit losses (ECL)
rather than only incurred credit losses as previously required by NZ IAS 39. The standard applies to the Group in
relation to financial assets classified at amortised cost, being the Group’s trade receivables. The Group has adopted
the simplified approach to provide for ECL. Based on the Group’s assessment of historical provision rates and
forward-looking analysis, there is no material financial impact on the impairment provisions.
Notes to the financial statements

32
| GREEN CROSS HEALTH
2. Basis of preparation
(continued)
(d) Comparatives
Where appropriate comparative information
has been reclassified to conform to the current
period’s presentation.
(e) Functional and presentation currency
These financial statements are presented in
New Zealand dollars ($), which is the functional
currency of the entities of the Group. All financial
information presented in New Zealand dollars
has been rounded to the nearest thousand.
(f) Significant estimates and judgments
The preparation of financial statements
in conformity with NZ IFRS’s requires the
Directors to make judgments, estimates and
assumptions that affect the application of
policies and reported amounts of assets,
liabilities, income and expenses. The estimates
and associated assumptions are based on
historical experience and various other factors
that are believed to be reasonable under the
circumstances, the results of which form the
basis for making judgments about carrying
values of some assets and liabilities. Actual
results may differ from these estimates.
In authorising the financial statements for the
year ended 31 March 2019, the Directors have
ensured that the specific accounting policies
necessary for the proper understanding of
the financial statements have been disclosed,
and that all accounting policies adopted are
appropriate for the Group’s circumstances and
have been consistently applied throughout the
year for all Group entities for the purposes of
preparing the consolidated financial statements.
Inherent in the application of certain
accounting policies, judgments and estimates
are required and the Directors note that the
actual results may differ from the judgments
and estimates made.
The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in
the period in which the estimate is revised if
the revision affects only that period, or in the
period of revision and future periods if the
revision affects both current and future periods.
Information about the significant areas of
judgment exercised or estimation in applying
accounting policies that have had a significant
impact on the amounts recognised in the
financial statements are described as follows:
(i) Classification of investments
Classifying investments as either subsidiaries,
associates or joint ventures requires the
Directors to assess the degree of influence
which the Group holds over the investee. In
arriving at a conclusion the Directors take into
account the constitutional structure of the
investee, governance arrangements, current
and future representation on the Board of
Directors, and all other arrangements which
might allow influence over the operating and
financial policies of the investee.
(ii) Impairment of goodwill and indefinite life
intangible assets
The carrying values of goodwill and intangible
assets with an indefinite useful life, are
assessed at least annually to ensure that they
are not impaired. This assessment requires
the Directors to estimate future cash flows
to be generated by cash generating units to
which goodwill and intangible assets with
indefinite useful lives have been allocated.
Estimating future cash flows entails making
judgments including the expected rate of
growth of revenues and expenses, margins
and market shares to be achieved, and the
appropriate rate to apply when discounting
future cash flows. Note 12 of these financial
statements provides more information on the
assumptions the Directors have made in this
area and the carrying values of goodwill and
indefinite life intangible assets. As the outcomes
in the next financial period may be different to
the assumptions made, it is impracticable to
predict the impact that could result in a material
adjustment to the carrying amount.
(g) Subsidiaries
Subsidiaries are entities that are controlled by
the Group. Control exists when the Group is
exposed to, or has rights to, variable returns
from its involvement in the investee and has the
ability to affect those returns through its power
over the investee. Power arises when the Group
has existing rights to direct the relevant activities
of the investee, i.e. those that significantly affect
the investee’s returns. Control is assessed on a
continuous basis.
The Group consolidates the results of its
subsidiaries from the date that control
Notes to the financial statements

Annual Report 2019 |
33
commences until the date on which control
ceases. At such point as control ceases, it
derecognises the assets, liabilities and any
related non-controlling interests and other
components of equity. Any interest retained in
the former subsidiary is measured at fair value
when control is lost.
The Group’s ownership interests in subsidiaries
ranges from 25% to 100% (2018: 25% to
100%). The Group has less than half of the
voting rights of a number of entities that are
consolidated. This is on the basis that the
Group’s contractual arrangements with these
entities result in them meeting the definition of
being subsidiaries as set out above.
(h) Non-controlling interests
Non-controlling interests are present ownership
interests and are initially measured at either
fair value or the non-controlling interests’
proportionate share of the acquiree’s identifiable
net assets. The choice of measurement basis
is determined on a transaction-by-transaction
basis. Under the proportionate interest method,
goodwill is not attributed to the non-controlling
interest and the Group recognises only its share
of goodwill whereas under fair value, the non-
controlling interest includes its proportionate
share of goodwill.
Changes in the Group’s interest in a subsidiary
that do not result in a change in the control
conclusion are accounted for as transactions with
equity-holders in their capacity as equity holders.
While the group has 45 (2018: 44) subsidiaries
with non-controlling interests, there are no
subsidiaries with individually material non-
controlling interest.
(i) Transactions eliminated on consolidation
Intra-group balances, and any unrealised
income and expenses arising from intra-group
transactions, are eliminated in preparing the
consolidated financial statements. Unrealised
gains arising from transactions with equity
accounted investees are eliminated against the
investment to the extent of the Group’s interest in
the investee. Unrealised losses are eliminated in
the same way as unrealised gains, but only to the
extent that there is no evidence of impairment.
(j) Goods and services tax (GST)
The statement of comprehensive income
has been stated so that all components are
exclusive of GST. All items in the statement of
financial position are stated net of GST with the
exception of receivables and payables, which
include GST invoiced.
(k) Statement of cash flows
The statement of cash flows has been prepared
using the direct method subject to the netting of
certain cash flows.
Cash flows in respect of investments and
borrowings that have been rolled-over under
arranged banking facilities have been netted in
order to provide meaningful disclosures.
Cash and cash equivalents comprise cash
balances and call deposits. Bank overdrafts
that are repayable on demand and form an
integral part of the Group’s cash management
are included as a component of cash and cash
equivalents for the purpose of the statement of
cash flows.
Operating activities include all cash received from
all revenue sources and all cash disbursed for all
expenditure sources including taxation refunds
or payments and other transactions that are not
classified as investing or financing activities.
Investing activities reflect the acquisition and
disposal of property, plant and equipment and
intangibles, loans to associates, and investments
in associates, subsidiaries and joint ventures.
Financing activities reflect changes in
borrowings and equity.
(l) Going concern
At the balance date the Group has a working
capital deficit of $22 million (2018: $14 million)
due to current borrowings that will be repaid
in the normal course of business. The financial
statements have been prepared on the going
concern basis as management believe there
will be sufficient cash flows generated from
operations to meet the Group’s obligations as
they fall due. At the balance date the Group
also has unused credit facilities of $18m
available under its debt facility agreement which
expires in August 2020.
(m) Inventory
Inventories are measured at the lower of cost
and net realisable value. The cost of inventories
is based on a weighted average principle, and
includes expenditure incurred in acquiring the
inventories, production or conversion costs and
other costs incurred in bringing them to their
existing location and condition.
Notes to the financial statements

34
| GREEN CROSS HEALTH
3. New standards and
interpretations issued
and not yet effective
A number of new standards, amendments
to standards and interpretations are not yet
effective for the year ended 31 March 2019.
These include the following new standards
and interpretations that are applicable to the
business of the Group, and have not been
applied in preparing these consolidated financial
statements:
NZ IFRS 16 leases
The Group has performed a preliminary
high-level assessment of the new standard
on its existing operating lease arrangements
as a lessee (refer to Note 21). Based on the
preliminary assessment, the Group expects
these operating leases to be recognised as
ROU assets with corresponding lease liabilities
under the new standard. The operating
lease commitments on an undiscounted
basis amount to approximately 22% of
the consolidated total assets and 37% of
consolidated total liabilities. Assuming no
additional new operating leases in future years
until the effective date, the Group expects
the amount of ROU asset and lease liability to
be lower due to discounting and as the lease
terms run down. The Group plans to adopt
the standard when it becomes effective for
the Group’s Financial Statements for the year
ending March 2020.
All other remaining standards, amendments
and interpretations issued but not yet effective
have been assessed for applicability to the
Group and the Directors have concluded that
they are not applicable to the business of the
Group and will therefore have no impact on
future financial statements.
4. Segment reporting
The Group has three reportable segments:
pharmacy services, medical services and
community health.
The Group’s main operations are in the
pharmacy industry providing pharmacy
services through consolidated stores, equity
accounted investments and franchise stores.
The medical services segment includes fully
owned and equity accounted medical centres,
and support services provided to these medical
centres, as well as medical centres outside
the Group. The community health segment
provides services direct to the community to
support independent living.
The Board monitors the various revenue streams
within each reportable segment separately
however, they do not meet the criteria for
separate disclosure due to the following:
• Aggregation of the operating segments
within each reportable segment is
consistent with the core principal of NZ
IFRS 8, i.e. aggregating will not distort the
interpretation of the financial statements for
the users;
• The operating segments within each
reportable segment share the same
economic characteristics; and
• The nature of the products and services,
and the nature of the regulatory environment
are the same for the operating segments.
Notes to the financial statements

Annual Report 2019 |
35
March 2019NotePharmacy
services
$’000
Medical
services
$’000
Community
Health
$’000
Corporate
$’000
Total
$’000
External revenues6.1340,196 70,539 156,501 - 567,236
Total revenue340,196 70,539 156,501 - 567,236
Cost of products sold(198,929)- - - (198,929)
Employee benefit expense(61,459)(51,768)(149,273)(750)(263,250)
Lease expenses(16,025)(4,108)(1,177)- (21,310)
Other expenses(30,633)(9,674)(4,843)(1,667)(46,817)
Depreciation and amortisation(6,106)(1,168)(1,157)- (8,431)
Share of equity accounted net
earnings
256 618 - - 874
Segment Profit27,301 4,439 51 (2,417)29,374
One-off increase in unfunded leave
liability due to pay equity legislation
6.3-
Interest income44
Interest expense(1,989)
Profit before tax27,429
Tax expense(7,339)
Profit after tax20,090
Non-controlling interest(3,984)
Net profit attributable to the
shareholders of the Parent
16,107
Reportable segment assets211,121 36,529 29,814 (12,668)264,797
Equity accounted investments2,287 4,111 - - 6,398
Capital expenditure5,119 3,706 945 - 9,770
Reportable segment liabilities92,638 22,963 27,921 (12,668)*130,854
*Intersegmental elimination
Operating segments
Information about reportable segments
Notes to the financial statements

36
| GREEN CROSS HEALTH
March 2018NotePharmacy
services
$’000
Medical
services
$’000
Community
Health
$’000
Corporate
$’000
Total
$’000
External revenues6.1341,303 52,721 143,181 - 537,205
Total revenue341,303 52,721 143,181 - 537,205
Cost of products sold(198,791)- - - (198,791)
Employee benefit expense(61,721)(39,568)(134,230)- (235,520)
Lease expenses(16,491)(2,986)(1,128)- (20,604)
Other expenses(30,158)(6,710)(5,571)(1,802)(44,241)
Depreciation and amortisation(5,498)(608)(1,059)- (7,165)
Share of equity accounted net
earnings
240 837 - - 1,077
Segment Profit28,885 3,686 1,192 (1,802)31,961
Fair value gain on put option6.3(1,940)
Interest income208
Interest expense(2,300)
Profit before tax27,929
Tax expense(7,801)
Profit after tax20,128
Non-controlling interest(4,517)
Net profit attributable to the
shareholders of the Parent
15,611
Reportable segment assets190,614 34,427 42,772 (12,580)255,233
Equity accounted investments2,125 4,139 - - 6,264
Capital expenditure10,868 1,390 1,757 - 14,015
Reportable segment liabilities93,605 21,034 27,570 (12,580)*129,629
*Intersegmental elimination
4. Segment reporting (continued)
Operating segments (continued)
Notes to the financial statements

Annual Report 2019 |
37
5. Business combinations
Business combinations acquired during the year include; St Heliers Health Centre Ltd, Waimauku Doctors Ltd,
Total Health Doctors Ltd, Radius Medical Whakatane Properties Ltd and The Doctors (New Lynn) Ltd. None of these
acquisitions are individually material to the Group’s result.
Identifiable assets acquired and liabilities assumedCarrying
value
$’000
Fair value
$’000
Total assets2,771 2,771
Total liabilities(2,245)(2,245)
Identifiable net assets526 526
Consideration transferred
Satisfied by:
Cash consideration 3,467
Deferred consideration 300
Total consideration3,767
Less cash acquired (included in assets above) (214)
Net cash consideration 3,553
Goodwill
Goodwill recognised as a result of the acquisitions are as follows:
Total consideration3,767
Identifiable net assets(526)
Goodwill3,241
The amount of revenue included in the consolidated statement of comprehensive income is $11.6 million with a net
profit after tax of $1.3 million in respect of the acquisitions made in the year.
Notes to the financial statements

38
| GREEN CROSS HEALTH
6. Operating performance
6.1 Revenue
The nature and effect of initially applying NZ IFRS 15 on the Group’s financial statements
is disclosed in Note 2(c).
2019
$’000
2018
restated
$’000
Revenue from contracts with customers:
Pharmacy retail and dispensary304,627 309,300
Pharmacy other35,569 32,003
Medical fee income70,539 52,721
Home care 156,501 143,181
567,236 537,205
Disaggregation of Contract RevenuePharmacy
services
$’000
Medical
services
$’000
Community
Health
$’000
Total
$’000
Year ended 31 March 2019
Timing of revenue recognition
Transferred at a point in time331,120 35,726 105,899 472,745
Transferred over time9,076 34,813 50,602 94,491
340,196 70,539 156,501 567,236
Year ended 31 March 2018
Timing of revenue recognition
Transferred at a point in time332,851 27,590 104,928 465,369
Transferred over time8,452 25,131 38,252 71,836
341,303 52,721 143,181 537,205
Pharmacy retail and dispensing services
Pharmacy retail and dispensary services include retail sales, dispensing, professional advisory and care services. For
all these services control is considered to pass to the customer at the point when the customer can use or otherwise
benefit from the goods and services. For retail sales, control passes at point of sale. Retail sales are predominantly by
credit card, debit card or in cash.
The Group operates its own Living Rewards loyalty programme. When a retail sale is made and points are earned,
the resulting revenue is allocated between the loyalty programme and the other components of the sale. The amount
allocated to the loyalty programme is deferred, and is recognised as revenue when the points are redeemed under
the terms of the programme or when it is no longer probable that the points under the programme will be redeemed.
Other pharmacy revenue
These mainly include franchise fees and supplier income. Control for franchise services pass over time as the services
are delivered over the term of the franchise agreement. Payment terms for franchise fees is generally 20 to 30 days.
Supplier income is earned, as promotional services are rendered over a specified time period by the Group. Payment
terms are generally 20 to 30 days.
Medical services
Medical services include capitation, health services and patient fees. Control for capitation and health services passes
over time as the healthcare services are delivered to the patient over a certain time period. Payments terms are
generally 20 to 30 days. Patient fees are earned at a point in time. Control passes to the customer when service has
been delivered to a customer. Patient fees are predominantly by credit card, debit card or in cash.
Notes to the financial statements

Annual Report 2019 |
39
Home care services
Home care services consist primarily of community health and support services. Control passes to the customer as
the services are delivered and simultaneously consumed by the customer. Payment terms are generally 30 to 60 days.
Contract assets and contract liabilities
Current contract assets represent revenue where the service has been provided but not yet invoiced to the customer.
When the customer has been invoiced, any outstanding balances are included in receivables. Non current contract
assets represent capitalised contract acquisition costs. Contract liabilities reflect payments received for services that
have not yet been provided and the payments will be recognised as revenue over time.
Costs directly related to the acquisition of a contract or renewal of an existing contract are capitalised and amortised
over the life of the contract. Cost relating to fulfilling a contract are only capitalised if they meet the recognition criteria
under NZ IFRS 15. Costs incurred in obtaining a contract are only capitalised to the extent they are incremental.
Contract balances
The following table provides information, about receivables, contract assets and contract liabilities from contracts
with customers:
Significant changes in the contract assets and the contract liabilities during the period are as follows:
As at 31 March 2019, the amount of revenue deferred and recognised as a contract liability for the loyalty programme
is $4.9m. This will be recognised as revenue as the loyalty points are redeemed or expire, which is expected to occur
over the next fifteen months.
31 Mar-19
$’000
31 Mar-18
restated
$’000
1 Apr-17
restated
$’000
Trade receivables which are included in trade and other receivables21,466 22,037 19,353
Contract assets11,561 11,816 10,912
Contract liabilities(5,072)(5,831)(3,450)
20192018
Contract
assets
Contract
liabilities
Contract
assets
Contract
liabilities
Revenue recognised that was included in the contract liability balance
at the beginning of the period
5,831 3,450
Transfer from contract assets recognised at the beginning of the
period to receivables
11,816 10,912
Notes to the financial statements

40
| GREEN CROSS HEALTH
6. Operating performance (continued)
6.2 Operating expenditure2019
$’000
2018
restated
$’000
Cost of products sold 198,929 198,791
Employee benefit expense 263,250 237,460
Lease expenses21,310 20,604
Other expenses46,351 42,751
Audit fees185 185
Other services provided by auditors123 157
Directors’ fees in respect of the Parent company 453 453
Directors’ fees in respect of the subsidiary companies235 299
Bad debts written off and movement in doubtful debt(530)396
530,306 501,096
Auditor’s remuneration to KPMG comprises:
Annual audit of financial statements185185
Annual audit of financial statements – Prior year--
185185
Other services provided by auditors:
Taxation services113 146
Other services10 11
123 157
Tax services relate to compliance and related services. Other services relate to consulting assistance.
The 2018 employee benefit expense included a non-recurring $1.9m cost as a result of the pay equity
implementation within the Community Health business not being fully funded by the Ministry of Health. As the
increased liability has not been matched by increased funding, 2018 reported profit was also reduced by $1.9m.
Notes to the financial statements

Annual Report 2019 |
41
6.3 Underlying profit after tax attributable to the shareholders of the Parent
(Non-GAAP disclosure)
Note2019
$’000
2018
restated
$’000
Reported profit after tax attributable to the shareholders of the parent 16,105 15,611
Add one off increase in unfunded leave liability due to pay equity legislation4.1, 15 - 1,940
Underlying profit after tax attributable to the shareholders of the Parent 16,105 17,551
2019
cents per
share
2018
restated
cents per
share
Basic underlying earnings per share
The calculation of basic underlying earnings per share is based on the underlying profit
attributable to equity holders of the parent and a weighted average number of ordinary
shares issued during the year of 143,152,759 (2018: 141,327,827).
11.25 12.42
Diluted underlying earnings per share
The calculation of diluted underlying earnings per share is based on the underlying
profit attributable to equity holders of the parent and a weighted average number of
ordinary shares issued during the year after adjustment for the effects of all dilutive
ordinary shares of 143,485,759 (2018: 141,660,829).
11.22 12.39
The non-recurring items included in the reconciliation of underlying profit to the reported statutory profit after tax
measure are:
Unfunded effect of pay equity implementation on leave liability (2018)
The 2018 employee entitlements liability reflects a non-recurring $1.94m revaluation as a result of the pay equity
implementation within the Community Health business not being fully funded by the Ministry of Health.
Green Cross Health Limited refers to underlying profit, a non-GAAP financial measure, within these financial
statements and accompanying notes.
Underlying profit provides a measure of financial performance that excludes significant, non-recurring items in order
to provide a more meaningful comparison of business trading performance across reporting periods. Non-recurring
items are those items that have not occurred in the past and are unlikely to occur in future reporting periods.
Underlying profit is also the financial measure used for internal reporting within the business.
The limited use of this non-GAAP financial measure is to supplement the GAAP measures provided so that readers
of the financial statements are able to obtain a broader understanding of the Group’s financial performance. It is
not intended to be a substitute for GAAP measures. Underlying profit is not defined by NZ GAAP and therefore the
measure presented in these financial statements may not be comparable to similar financial measures presented by
other entities.
Notes to the financial statements

42
| GREEN CROSS HEALTH
7. Income tax expense
Income tax expense
2019
$’000
2018
restated
$’000
Current tax expense(9,078)(10,504)
Deferred tax expense (see note 13)1,739 2,703
Total income tax expense(7,339)(7,801)
Imputation credit account:
Available for use in subsequent periods $1,223,000 (2018: $1,299,000).
Numerical reconciliation between tax expense and pre-tax accounting profit
Profit before tax27,428 27,929
Income tax expense at 28%(7,680)(7,820)
(Add)/Deduct the tax effect of adjustments
Prior period adjustment(132)
Other341 151
(7,339)(7,801)
Taxation accounting policy
Income tax expense is charged to profit and loss and comprises current tax and deferred tax, unless it relates to
an item recognised in other comprehensive income or equity in which case it is recognised in other comprehensive
income or equity.
Current tax is the estimated tax payable on the current period’s taxable income using current tax rates, adjusted for
any under or over accrual in respect of prior periods.
Deferred tax is recognised using the balance sheet liability method, allowing for temporary differences between the
carrying amounts of assets and liabilities for accounting purposes and the carrying amounts for tax purposes. A
deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against
which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are
reduced to the extent that it is no longer probable that the related benefit will be realised.
Notes to the financial statements

Annual Report 2019 |
43
8. Earnings and assets per share
The earnings per share, and dividend per share is calculated using the Group’s result divided by the weighted average
number of shares for the listed entity, Green Cross Health Limited.
2019
cents per
share
2018
restated
cents per
share
Basic earnings per share11.2511.05
The calculation of basic earnings per share is based on the profit attributable to
equity holders of the parent and a weighted average number of ordinary shares
issued during the year of 143,152,759 (2018: 141,327,827).
Diluted earnings per share11.2211.02
The calculation of diluted earnings per share is based on the profit attributable to
equity holders of the parent and a weighted average number of ordinary shares
issued during the year after adjustment for the effects of all dilutive ordinary shares
of 143,485,759 (2018: 141,660,829).
Net tangible (liabilities) / assets per share(11.62)(14.51)
The calculation of net tangible assets per share is based on net assets less deferred
tax and intangible assets (refer Note 12 and Note 13) and the closing number of
ordinary shares at the end of the year.
Net assets per share93.5787.74
The calculation of net assets per share is based on net assets and the closing
number of ordinary shares at the end of the year.
9. Dividends to shareholders of the Parent company
2019
cents per
share
2018
cents per
share
Dividends per share 7.00 7.00
In December 2018 Green Cross Health Limited paid an interim dividend of 3.5 cents per qualifying ordinary shares
to shareholders, which was fully imputed to 28%.
In June 2018 Green Cross Health Limited paid a final dividend for the March 2018 year of 3.5 cents per qualifying
ordinary shares to shareholders, which was fully imputed to 28%.
Notes to the financial statements

44
| GREEN CROSS HEALTH
10. Trade and other receivables
2019
$’000
2018
$’000
Trade receivables21,466 22,037
Accrued income*12,737 13,742
Other receivables and prepayments2,743 1,704
Provision for doubtful debts(870)(752)
36,076 36,731
*Included in Accrued income are Contract Assets of $11,561 (2018: 11,816) (note 6.1)
11. Property, plant and equipment
2019
$’000
2018
$’000
Opening cost68,044 61,505
Acquisitions through business combinations1,698 771
Additions8,195 7,554
Disposals(2,825)(1,786)
Closing cost75,112 68,044
Opening accumulated depreciation47,128 42,179
Acquisitions through business combinations1,133

-
Depreciation for the period6,036 5,458
Disposals(1,154)(509)
Closing accumulated depreciation53,143 47,128
Closing book value21,969 20,916
Work in progress322 -
Total property, plant and equipment22,291 20,916
Property, plant and equipment accounting policy
Property, plant and equipment owned by the Group is stated at cost less accumulated depreciation and any impairment
losses. Property, plant and equipment acquired in stages is not depreciated until the asset is ready for its intended use.
Depreciation is provided on a straight-line basis on all property, plant and equipment components to allocate the cost
of the asset (less any residual value) over its useful life or if it relates to assets in a leased premises, the life of the lease
if shorter. The residual values and remaining useful lives of asset components are reviewed at least annually.
Current estimated useful lives of property, plant and equipment are between two and twelve years.
Subsequent expenditure that extends or expands the useful life of property, plant and equipment or its service
potential is capitalised. All other costs are recognised in the profit and loss as expenditure when incurred.
Any resulting gain or loss on disposal of an asset is recognised in the profit and loss in the period in which the
asset is disposed of.
Notes to the financial statements

Annual Report 2019 |
45
12. Intangible assets
Note2019
$’000
2018
restated
$’000
Software and other intangible assets
Opening cost19,564 13,007
Acquisitions through business combinations5 16 -
Additions1,574 6,557
Disposals(878)-
Closing cost20,277 19,564
Opening accumulated amortisation7,385 5,678
Amortisation for the period2,395 1,707
Disposals(675)-
Closing accumulated amortisation9,105 7,385
Closing book value11,172 12,179
Goodwill
Opening cost123,017 117,052
Other acquired goodwill234 524
Additions5 3,241 5,441
Closing cost126,492 123,017
Total intangible assets137,664 135,196
Intangible assets accounting policy
Intangible assets recognised by the Group are stated at cost less accumulated amortisation and any impairment
losses with the exception of goodwill (see below).
Intangible assets acquired in stages are not amortised until the asset is ready for its intended use.
Amortisation is provided on a straight-line basis for software to allocate the cost of the asset (less any residual value)
over its useful life. The residual values and remaining useful lives of software are reviewed at least annually. Other
intangible assets represent franchisee, store rebranding costs and have an indefinite life.
Estimated useful lives of the asset classes are:
Software 3 - 5 years
Subsequent expenditure that extends or expands the useful life of an intangible asset or its service potential is
capitalised. All other costs are recognised in the profit and loss as expenditure when incurred.
Any resulting gain or loss on disposal of an intangible asset is recognised in the profit and loss in the period in which
the intangible asset is disposed of.
Intangible assets disclosed in the financial statements relate to computer software, trademarks and other indefinite life
intangible assets. Indefinite life intangible assets are tested annually for impairment.
Notes to the financial statements

46
| GREEN CROSS HEALTH
12. Intangible assets (continued)
Goodwill accounting policy
Goodwill arises on the acquisition of subsidiaries. Goodwill represents the excess of the purchase consideration over
the fair value of the net identifiable tangible and intangible assets at the time of acquisition.
Goodwill is allocated to the relevant cash generating units expected to benefit from the acquisition and tested for
impairment annually, or earlier at any interim reporting dates if there are indicators of impairment.
If the recoverable amount is less than the carrying amount of the cash generating unit then an impairment loss is
recognised in profit and loss and the carrying amount of the asset is written down. Recoverable amount is calculated
as the greater of the fair value less cost to sell and value in use.
The relative value of the goodwill allocated to the relevant cash generating unit is included in the determination of any
gain or loss on disposal.
Impairment testing
Discounted cash flow (DCF) models have been based on three year forecast cash flow projections. The budget for
the year-ending 31 March 2020 is the basis for the first year’s projections and projections for subsequent periods
have been based on the Group’s three year business plan. Terminal cash flows are projected to grow in-line with the
New Zealand long-term inflation rate.
Impairment test assumptions 2019
Pharmacy servicesMedical servicesCommunity Health
Discount rate – post tax9.85%8.35%9.90%
Terminal growth rate1.8%1.8%1.8%
Carrying amount of goodwill allocated to the unit ($000)75,068 32,363 19,061
Carrying value of other intangible assets with indefinite
useful lives ($000)
2,048 16 -
Impairment test assumptions 2018
Pharmacy servicesMedical servicesCommunity Health
Discount rate - post tax10.60%8.40%9.90%
Terminal growth rate1.8%1.8%1.8%
Carrying amount of goodwill allocated to the unit ($000)75,687 28,366 18,964
Carrying value of other intangible assets with indefinite
useful lives ($000)
2,047 - 1,201
For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions which represent the
lowest level within the Group at which the goodwill is monitored for internal management purposes. Within pharmacy
and medical, whilst a cash generating unit (CGU) may be an individual store or medical centre, goodwill is allocated
across all operations within a division that have similar economic characteristics and collectively benefit from
acquisitions that increase the Group’s portfolio.
Notes to the financial statements

Annual Report 2019 |
47
Sensitivities
No impairment was identified for the Pharmacy or Medical services CGU’s as a result of this review, nor under any
reasonable possible change, in any of the key assumptions described above.
The estimated recoverable amount of the Community Health CGU exceeds its carrying value by $2.9m. The
budgeted EBIT for the Community Health CGU is forecast to return to historical levels and thereafter increase by
5% year on year over the forecast period, reflecting a focus on individual contract profitability. Management have
identified that a reasonable change in the following two assumptions could cause the recoverable amount to
decrease to below its carrying value.
The following table shows the amount by which these assumptions need to change individually for the estimated
recoverable amount to be equal to the carrying value of the Community Health CGU.
Community Health ServicesChange required for carrying amount to equal the recoverable amount
Projected EBIT in forecast periodDecrease by 15%
Post-tax discount rateIncrease by 1.4%
13. Deferred tax asset
The movement in deferred tax asset during the year is made up of the following:
Opening
restated
$’000
Recognised in
profit or loss
$’000
Closing
$’000
Group – 2019
Property, plant and equipment2,061 196 2,257
Provisions and accruals7,145 (141)7,004
Tax losses1,967 1,683 3,650
11,173 1,739 12,912
Group – 2018 restated
Property, plant and equipment1,780 281 2,061
Provisions and accruals5,518 1,627 7,145
Tax losses1,172 795 1,967
8,470 2,703 11,173
Notes to the financial statements

48
| GREEN CROSS HEALTH
14. Equity accounted group investments
Note2019
$’000
2018
$’000
The movement in equity accounted investments comprises:
Opening carrying amount6,264 5,127
Investment in associates and joint ventures50 1,071
Disposal of associates and joint ventures(84)(230)
Share of net earnings874 1,077
Dividend20(706)(781)
6,398 6,264
There are no individually material associates or joint ventures.
Amount of goodwill within the carrying amount of
equity accounted group investments:
Opening carrying amount4,058 3,208
(Disposal) / investment in associates and joint ventures(34)850
4,024 4,058
Summary associate and joint venture financial information
The aggregate results of the associates and joint venture financial position and current year’s profit are as follows:
Assets
$’000
Liabilities
$’000
Revenue
$’000
Net profit
after tax
$’000
As at and for the year ended
31 March 2019
11,3575,72741,0632,405
As at and for the year ended
31 March 2018
12,5736,85646,6822,855
Reporting dates
The controlled entities and all associates have a 31 March reporting date.
Notes to the financial statements

Annual Report 2019 |
49
Investments in associates and joint ventures accounting policy
An associate is an investee over which the Group has significant influence, which is the power to participate in the
financial and operating policy decisions of the investee but not to control or jointly control those policies.
A joint venture is a joint arrangement in which the parties that have joint control of the arrangement have rights to the
net assets of the arrangement. Joint control is the contractually agreed sharing of control of the arrangement which
only exists when decision about the relevant activities require the unanimous consent of the parties sharing control.
The results and assets and liabilities of associates and joint ventures are incorporated into the financial statements
of the Group using the equity method of accounting. Under the equity method, the initial investment in the Group
financial statements is measured at cost and adjusted thereafter for the Group’s share of profit and loss and other
comprehensive income of the associate and joint venture. Any goodwill arising on the acquisition of an associate or
joint venture investment is included in the carrying amount of the investment net of dividends received. Where the
Group’s share of losses of the associate of joint venture exceeds the Group’s interest in that associate or joint venture,
the Group discontinues recognising its share of losses unless it has a legal or constructive obligation to continue doing
so. The equity method is discontinued where the Group ceases to exert significant influence over the investee.
Accounting policies adopted by associates and joint ventures are generally consistent with those of the Group. Where
a material difference does exist, appropriate adjustments are applied to ensure congruence with the policies of the
Group, the most significant of these being the recognition of deferred tax.
15. Trade and other payables and income taxes payable
2019
$’000
2018
$’000
Trade payables33,599 32,301
Payable to non-controlling interest3,024 2,673
Accruals*19,010 17,787
Employee entitlements24,342 22,525
79,975 75,286
Income tax payable1,760 3,924
Non-current income in advance- 1,195
81,735 80,405
*Included in Accruals are Contract Liabilities of $5,072 (2018: $5,831) (note 6.1)
Employee entitlements accounting policy
Employee entitlements for salaries, bonuses, long service, alternate and annual leave are provided for and recognised
as a liability when benefits are earned by employees but not paid at the reporting date.
In the current year the employee entitlements liability has been revalued to correctly account for the alternate leave
provision. Adjustment has been made to rectify the errors in calculation of the provision arising in prior years. This has
been done retrospectively in accordance with the requirements of IAS 8. See note 2 for the effects of the adjustment
on the year ending 31 March 2018 and on the opening retained earnings of the earliest period presented.
Notes to the financial statements

50
| GREEN CROSS HEALTH
16. Borrowings
2019
$’000
2018
$’000
Current25,556 16,310
Non-current23,563 32,914
49,119 49,224
The Group’s interest rate on outstanding loans is calculated based on BKBM or cost of funds plus a margin. The
current interest rate is between 4.14% and 5.54% (2018: 3.82% - 5.61%). A 0.5% increase/decrease in the effective
interest rate would result in a decrease/increase in after tax profit of $246,000 or ($246,000).
Green Cross Health Limited and all its subsidiaries provided guarantees and indemnities in favour of Bank New
Zealand covering all loans held by the parent and subsidiary companies. Loans within partnership subsidiaries are
covered by a GSA agreement over the individual business assets.
Security has also been provided by Green Cross Health Limited in favour of ANZ in relation to one Pharmacy
subsidiary.
The Group’s primary lender is the BNZ. As at balance date, the Group has undrawn banking facilities of $18m (2018:
$22m).
As at balance date, four subsidiaries are in breach of covenanted ratios in respect of their bank borrowings. All debt
in breach amounting to $2.2m has been classified as current in these financial statements.
Borrowings and advances accounting policy
Borrowings and advances are initially recognised at fair value, including directly attributable transaction costs.
Subsequent to initial recognition, borrowings and advances are measured at amortised cost using the effective
interest method, less any impairment losses on advances.
17. Operating cash flows reconciliation
2019
$’000
2018
restated
$’000
Profit after tax for the year20,089 20,128
Add/(deduct) non-cash items:
Depreciation and amortisation8,431 7,165
Other non-cash items(4,612)(2,214)
Add/(deduct) changes in working capital items:
Receivables and accruals655 (3,086)
Inventory 1,395 (211)
Payables and accruals 3,493 11,399
Net cash inflow from operating activities29,451 33,181
Notes to the financial statements

Annual Report 2019 |
51
18. Shares on issue
2019
’000
2018
restated
’000
Shares authorised and on issue
Opening number of shares143,486 139,835
Shares issued – fully paid- 3,651
Shares issued – partly paid- -
Shares cancelled – partly paid- -
143,486 143,486
Shares held as treasury stock(333)(333)
143,153143,153
All ordinary shares carry equal rights in terms of voting, dividend payments and distribution upon winding up.
Treasury stock
The redeemable ordinary shares held by Life Pharmacy Trustee Company Limited to satisfy the Senior Management
incentive schemes have not been included in the calculation of the total number of shares issued by the Group as
these shares have not been issued externally by the Group.
Share capital
Incremental costs directly attributable to the issue of ordinary shares, share options and share capital are recognised
as a deduction from equity.
Notes to the financial statements

52
| GREEN CROSS HEALTH
19. Financial instruments
The Group is party to financial instruments as part of its normal operations. Financial instruments include cash and
cash equivalents, borrowings, trade and other receivables and trade and other payables.
Financial instruments are initially recognised at their fair value less transaction costs, and subsequently measured at
their amortised cost. A financial instrument is recognised if the Group becomes a party to the contractual provisions
of the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows from the
financial assets expire or if the Group transfers the financial asset to another party without retaining control or
substantially all risks and rewards of the asset. Financial liabilities are derecognised if the Group’s obligations specified
in the contract expire or are discharged or cancelled.
Financial assets are classified as loans and receivables and financial liabilities at amortised cost.
Risk management policies are used to mitigate the Group’s exposures to credit risk, liquidity risk and market risk that
arise in the normal course of operations.
Credit risk
The Group’s maximum credit risk resulting from a third party defaulting on its obligations to the Group is represented
by the carrying amount of each financial asset on the statement of financial position. The Group is not exposed to
any material concentrations of credit risk other than its exposure within the retail pharmacy and government sectors.
The Group monitors credit limits on a monthly basis. All credit facilities to external parties are provided on normal
trade terms (unsecured, to a maximum of 50 days). At any one time, the Group generally has amounts owed to and
amounts owed by the same counterparty, although no legal right of set-off exists. The Parent company holds direct
debit authorities for amounts payable under the contractual terms of its franchise agreements. The Parent regularly
monitors the credit ratings issued, and any qualifications to those ratings, to the financial institutions (and those of the
ultimate parent financial institution) used by the Group.
The status of trade receivables at reporting date is as follows:
Gross receivableImpairmentGross receivableImpairment
2019
$’000
2019
$’000
2018
$’000
2018
$’000
Not past due29,559 - 31,616 -
Past due 0-30 days4,869 - 2,171 -
Past due 31-120 days1,646 - 1,269 -
Past due more than 120 days873 (870)2,427 (752)
Total 36,947 (870)37,483 (752)
Notes to the financial statements

Annual Report 2019 |
53
Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity
requirements on an ongoing basis. In general, the Group generates sufficient cash flows from its operating activities
to meet its obligations arising from its financial liabilities and has credit lines in place to cover potential shortfalls. The
following table sets out the contractual cash flows for financial liabilities that are settled on a gross cash flow basis:
2019
Carrying
Value
$’000
Contractual
cash flows
$’000
Less than
one year
$’000
Between one
year and
two years
$’000
Between two
years and
five years
$’000
Borrowings49,119 52,130 27,234 8,807 16,089
Trade and other payables49,017 49,017 49,017 - -
Total non-derivative liabilities98,137 101,148 76,252 8,807 16,089
2018
Borrowings49,224 52,074 17,836 10,749 23,489
Trade and other payables48,008 48,008 48,008 - -
Total non-derivative liabilities97,232 100,082 65,844 10,749 23,489
Market risk
As interest rates change, the fair value of financial instruments may change. Refer to note 16 for details of the interest
rates for the group loans and borrowings, which are the most significant financial instruments.
Capital management
The Group’s capital includes share capital and retained earnings. The Group is not subject to any externally imposed
capital requirements.
The allocation of capital between its specific business segments’ operations and activities is, to a large extent,
driven by the optimisation of the return achieved on the capital allocated. The process of allocating capital to specific
business segment operations and activities is undertaken independently of those responsible for the operation.
The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of Directors.
The carrying amount of the Group’s on-balance sheet financial instruments including trade and other receivables,
cash and cash equivalents, borrowings and trade payables, closely approximate their fair values as at 31 March 2019
and 31 March 2018. The assessment of fair value relating to borrowings was determined by reference to observable
market data (level 2).
Notes to the financial statements

54
| GREEN CROSS HEALTH
20. Related parties
During the period, there was one director who had a shareholding in a subsidiary and also had a shareholding in the
Parent company.
The Group has commercial franchise agreements with stores relating to marketing levies and franchise fees. The
Group also enters into transactions on behalf of the stores which are on-charged. These transactions comprise items
such as training courses, supplier agreements, central advertising campaigns, loyalty card costs, and IT related costs.
The Parent has leased some equipment which is on-leased to associate companies. The Parent performs accounting
services, based on commercial terms, for some of the stores.
The Parent has shareholder agreements with the other shareholders of the associates. The agreements set out the
return on investment/profit sharing arrangements relating to these investments.
Related party transactions for the Group:
Transaction valueBalance outstanding
2019
$’000
2018
$’000
2019
$’000
2018
$’000
Equity earnings from associates874 1,077 - -
Franchise fees and on-charged costs with equity accounted investments39 107 7 27
Management service charges to equity accounted investments748 1,156 100 447
Dividend income706 781
Receivable from other related parties818805
Payable to non-controlling interests (note 15)3,0242,673
Key management personnel remuneration
The Group provides compensation to key management personnel which comprises the directors and executive
officers. Senior executives also participate in the share option scheme. Key management personnel (includes the
Group CEO, certain senior managers, the Group CFO and company directors) compensation comprised:
2019
$’000
2018
$’000
Short-term employee benefits 2,642 1,993
Share vesting costs2 15
2,644 2,008
Notes to the financial statements

Annual Report 2019 |
55
21. Non-cancellable operating leases
2019
$’000
2018
$’000
Non-cancellable operating leases
Due within one year20,432 21,671
Due between one and five years 42,950 61,581
Due after five years12,614 14,718
75,995 97,970
The future lease payments comprise leased office equipment, vehicles and premises.
Leases accounting policy
The Group is party to operating leases as a lessee. The lessors retain substantially all of the risks and rewards of
ownership of the leased assets. Operating lease payments are recognised and included in the profit and loss on a
straight line basis over the period of the lease.
Lease incentives received are recognised in the profit and loss as an integral part of the total lease expense over the
life of the lease, with any unamortised incentive recognised as a liability in the statement of financial position.
Notes to the financial statements

56
| GREEN CROSS HEALTH
22. Share based payments
(a) Description of share-based payment arrangements
At 31 March 2019, the Group had the following share-based payment arrangements:
Redeemable ordinary shares granted to senior managers: 333,333 Redeemable Ordinary Shares (ROS) have been
issued by the parent to Life Pharmacy Trustee Company Limited as trustee of a trust that holds the shares on behalf of
the employees. Each ROS is partly-paid to $0.01 and carries an entitlement to dividends and voting rights in proportion
to the extent paid. On exercise, the ROS are fully paid and converted into ordinary shares. The total charged to the profit
and loss in the period was $0 (2018: $15,262).
There were no ROS issued to key or senior managers during the 2019 or 2018 financial years.
(b) Reconciliation of outstanding ROS
Number of
instruments 2019
’000
Weighted average
exercise price
2019
Number of
instruments 2018
’000
Weighted average
exercise price
2018
Outstanding at 1 April333 $1.90 333 $1.90
Cancelled during the year- - - -
Exercised during the year- - - -
Granted during the year- - - -
Outstanding at 31 March333 $1.90333 $1.90
Exercisable at 31 March183 2.1733 1.25
Instruments outstanding at 31 March 2019 had exercise prices of $1.25 - $2.37 (2018: $1.25 - $2.37) and a
weighted average contractual life of 1.1 years (2018: 2.1 years). The weighted average share price at the date of
exercise for ROS during the year was nil (2018: nil).
Share based payments accounting policy
Equity-settled share based payments awarded to employees are measured at fair value at the date of grant and are
recognised as an employee expense, with a corresponding increase in equity, over the period from the date of grant
to the date on which the employees become unconditionally entitled to the option. The fair value at grant date is
determined using an appropriate valuation model.
At each reporting date, the Group revises the estimate of the number of options expected to vest. The cumulative
expense is revised to reflect the revised estimate, with a corresponding adjustment to equity.
23. Subsequent events
On 28 May 2019 Green Cross Health Limited declared dividends of 3.5 cents per qualifying ordinary share, which
will be fully imputed to 28%.
No adjustments are required to these financial statements in respect to this event.
Notes to the financial statements

Annual Report 2019 |
57
Group entities
For the year ended 31 March 2019
The current Green Cross Health Limited group structure comprises 140 companies.
The group entities are as follows:
Legal ParentHoldingActivity
Green Cross Health LimitedFranchisor and investment
Controlled entities
280 Queen Street (2005) Limited43.9% Pharmacy
Access Health Services Limited100.0% Non-trading
Access Homehealth Limited100.0% Community Care
Albany Pharmacy Limited49.0% Pharmacy
Alexandra Pharmacy (2013) Limited48.5% Pharmacy
Amcal Chemists (N.Z.) Limited100.0% Non-trading
Amida Training Limited100.0% Non-trading
Apollo Pharmacy (2014) Limited49.0% Pharmacy
Bay of Plenty Pharmacies Limited100.0% Pharmacy
Bayfair Pharmacy (2010) Limited48.8% Pharmacy
Bayfair Pharmacy Limited100.0% Non-trading
Baymed Group (2013) Limited100.0% Medical Centre
Birkenhead Pharmacy (2011) Limited48.5% Pharmacy
Botany Downs Pharmacy Limited25.0% Pharmacy
Botany Pharmacy (2016) Limited49.0% Pharmacy
Browns Bay Pharmacy (2018) Limited48.5% Pharmacy
Care Chemist Limited100.0% Non-trading
Care Chemist Pakuranga (2008) Limited49.0% Pharmacy
Centre City Pharmacy (2004) Limited43.9% Pharmacy
Chemist Express Limited49.0% Pharmacy
Christchurch Pharmacy (2015) Limited49.0% Pharmacy
Coastlands Pharmacy (2018) Limited49.0% Non-trading
Davies Corner Pharmacy Limited25.0% Pharmacy
Discovery Pharmacy (2016) Limited49.0% Pharmacy
Dispensaryfirst Limited100.0% Non-trading
Endeavour Pharmacy (2016) Limited100.0% Non-trading
Fred Thomas Pharmacy (2015) Limited49.0% Pharmacy
Gascoigne Medical Services Limited59.7% Medical Centre
Glenfield Mall Pharmacy Limited48.5% Pharmacy
Green Cross Health Direct Limited100.0% Non-trading
Green Cross Health Distribution Limited100.0% Pharmacy
Green Cross Health Investment Limited100.0% Non-trading
Green Cross Health Medical Limited100.0% Investment
Green Cross Health Medical Solutions Limited100.0% Services to medical centres
Green Cross Health Primary Limited100.0% Medical Centre
Green Cross Health Workplace Limited100.0% Health services

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| GREEN CROSS HEALTH
Guthries Pharmacy Limited49.0% Pharmacy
Harbour City Pharmacy (2011) Limited48.7% Pharmacy
Hastings Pharmacy (2013) Limited49.0% Pharmacy
Hawkes Bay Pharmacies Limited49.0% Pharmacy
Health Services Limited100.0% Investment
Helensville Pharmacy (2008) Limited48.5% Pharmacy
Highland Park Pharmacy (2009) Limited48.5% Pharmacy
Hurstmere Pharmacy (2008) Limited49.0% Pharmacy
Hutt Valley Pharmacies 2014 Limited48.0% Pharmacy
J-Mall Pharmacy Limited49.0% Pharmacy
Knox Pharmacy 2010 Limited48.5% Pharmacy
Lake Taupo Pharmacy (2008) Limited48.5% Pharmacy
Levin Pharmacy (2005) Limited100.0% Non-trading
Life Pharmacy Albany Limited49.0% Pharmacy
Life Pharmacy Centre Place (2009) Limited49.0% Pharmacy
Life Pharmacy Limited100.0% Non-trading
Life Pharmacy Sylvia Park Limited49.0% Pharmacy
Life Pharmacy Trustee Company Limited100.0% Non-trading
Life Pharmacy Wall Street Dunedin Limited49.1% Pharmacy
Manawatu Pharmacies Limited49.0% Pharmacy
Manners Pharmacy (2016) Limited49.0% Non-trading
Manukau Pharmacy (2011) Limited49.1% Pharmacy
Moorhouse Pharmacy 2003 Limited25.0% Pharmacy
Motueka Medical (2013) Limited54.8% Medical Centre
Neptune Pharmacy (2017) Limited49.0% Pharmacy
New Lynn Pharmacy (2015) Limited48.8% Pharmacy
New Plymouth Pharmacy (2015) Limited48.5% Pharmacy
Northlands Pharmacy (2003) Limited49.3% Pharmacy
Onehunga Medical 2012 Limited100.0% Medical Centre
Palms Pharmacy (2013) Limited48.5% Pharmacy
Parklands Pharmacy (2015) Limited49.0% Pharmacy
Peak Primary Limited100.0% Medical Centre
Plimmer Steps Pharmacy (2018) Limited49.0% Pharmacy
Pharmacy 277 Limited49.1% Pharmacy
Pharmacy B102 Limited48.5% Pharmacy
Pharmacy G101 Limited49.0% Pharmacy
Pharmacy J104 Limited49.0% Pharmacy
Pharmacy K103 Limited49.0% Pharmacy
Pharmacy L105 Limited49.0% Pharmacy
Controlled entitiesHoldingActivity
Group entities

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59
Pharmacy N106 Limited49.0% Pharmacy
Pharmacy Management Limited100.0% Investment
Pharmacy Store Holdings Limited100.0% Investment
Pharmacybrands Limited100.0% Non-trading
Pharmacybrands On-line Limited100.0% Non-trading
Queen Street Pharmacy (2015) Limited49.0% Non-trading
Radius Medical Limited100.0% Non-trading
Radius Medical Solutions Limited100.0% Non-trading
Radius Medical Whakatane Properties Limited100.0% Medical Centre
Radius Pharmacy Greenmeadows Limited49.0% Pharmacy
Radius Pharmacy Limited100.0% Franchisor and Investment
Radius Pharmacy Lower Hutt Limited48.5% Pharmacy
Radius Pharmacy Napier Limited48.8% Pharmacy
Radius Pharmacy Riccarton Limited49.0% Pharmacy
Radius Pharmacy Te Rapa Limited48.8% Pharmacy
Radius Pharmacy Upper Hutt Limited49.5% Pharmacy
Radius Pharmacy Waikanae Limited48.5% Pharmacy
Radius Pharmacy Wanganui Limited49.0% Pharmacy
Radius Ti Rakau Limited100.0% Medical Centre
Riccarton Mall Pharmacy 2000 Limited49.0% Pharmacy
RPG Medicine Management Limited25.0% Pharmacy
Russell Street Pharmacy Hastings (2015) Limited48.5% Pharmacy
Shirley Pharmacy Limited100.0% Non-trading
Shore City Pharmacy (2010) Limited48.5% Pharmacy
Shore City Pharmacy Limited100.0% Non-trading
Smart Pharmacy Limited100.0% Non-trading
St Heliers Health Centre100.0% Medical Centre
St James Pharmacy (2015) Limited100.0% Non-trading
St Lukes Pharmacy Holdings Limited49.0% Pharmacy
Stokes Valley Pharmacy (2009) Limited48.5% Pharmacy
Timaru Pharmacy (2013) Limited48.1% Non-trading
Trident Pharmacy (2017) Limited49.0% Pharmacy
The Doctors (Coastcare) Limited100.0% Medical Centre
The Doctors (DFM) Limited100.0% Non-trading
The Doctors (Hastings) Limited71.2% Medical Centre
The Doctors (Huapai) Limited100.0% Medical Centre
The Doctors (New Lynn) Limited53.7% Medical Centre
The Doctors (Whangaparaoa) Limited100.0% Medical Centre
The Doctors (Wynyard) Limited100.0% Medical Centre
Controlled entitiesHoldingActivity
Group entities

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Controlled entitiesHoldingActivity
Total Care Health Services Limited100.0% Health services
Total Health Doctors Limited100.0% Medical Centre
Tower Junction Pharmacy Limited48.5% Pharmacy
Unichem Chemists (N.Z.) Limited100.0% Non-trading
Upper Hutt Health Centre Pharmacy Limited25.0% Pharmacy
Upper Riccarton Pharmacy Limited25.0% Pharmacy
Waimauku Doctors Limited100.0% Medical Centre
Waiuku Medical Pharmacy (2010) Limited48.5% Pharmacy
Waiuku Pharmacy (2005) Limited100.0% Non-trading
Waiuku Pharmacy (2016) Limited48.8% Pharmacy
West City Pharmacy (2010) Limited48.5% Pharmacy
Wellington Pharmacy (2016) Limited49.0% Pharmacy
Willis Street Pharmacy Limited25.0% Pharmacy
Joint Venture entities
Pharmacies Instore Limited50.0% Retail
Unichem Export Limited30.0% Wholesale
Associate entities
Accident & Medical Centre Quaymed Limited25.0% Medical Centre
Albany Family Medical Centre Limited50.0% Medical Centre
Huapai Pharmacy (2017) Limited25.1% Pharmacy
Silverstream Health Centre Limited49.0% Medical Centre
Tauranga Pharmacy (2012) Limited48.5% Pharmacy
Team Medical at Kapiti Limited48.8% Medical Centre
The Doctors (Mangere) Limited25.1% Medical Centre
The Doctors (Massey Medical) Limited25.1% Medical Centre
The Doctors (Napier) Limited25.1% Medical Centre
Walls & Roche Royal Oak Pharmacy Limited25.1% Pharmacy
Group entities

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Board of Directors
As at 31 March 2019
Peter Merton, Chair
Peter Merton, an Otago University Pharmacy graduate, has been involved in the pharmaceutical industry in New
Zealand and overseas since the early 1980s. His involvement with the Group goes back to the late 1990s, and
he played an active part in the initial industry consolidation when Amcal and Unichem brands merged to form
Pharmacybrands Limited (later renamed Green Cross Health Limited).
Following the merger of Life Pharmacy Limited with Pharmacybrands Limited in 2009, Peter assumed the role of Chair
of the Group. He is also a significant shareholder in the Company through his interest in Cape Healthcare Limited.
Peter has previously held the roles of Chief Executive of the Propharma/Healthcare Logistics businesses and Director
of EBOS Group Limited.
Andrew Bagnall, Non-Executive Director
Andrew Bagnall holds a Commerce Degree from Otago University and an MBA from Michigan State University.
Andrew was a significant investor in Life Pharmacy Limited and following the merger with Pharmacybrands Limited
(later renamed Green Cross Health Limited) has continued to hold a significant shareholding in the merged entity.
In Andrew’s earlier career, he was a leading figure in the New Zealand travel industry establishing and managing Gullivers
Travel Group which became the major distributor of wholesale and retail travel services in New Zealand. Gullivers Travel
Group was eventually listed on the NZX and Australian stock exchanges (“ASX”), and subsequently sold to ASX listed
S8. Andrew was also involved in co-developing one of New Zealand’s first commercial retirement villages.
Andrew now runs his own private investment company Segoura, which manages investments in various businesses
and he maintains a keen interest in sports car racing.
John Bolland, Non-Executive Director
John Bolland has more than 20 years business experience in private equity, senior management and corporate
finance. This includes 14 years with Ernst & Young, where he had Partner level responsibility in Corporate Finance,
Audit and Business Advisory. John’s current role is managing a closely held private investment fund, including non-
executive roles in a number of the fund’s investments. John holds a Bachelor of Commerce from the University of
Auckland and is a member of the New Zealand Institute of Chartered Accountants.
Peter Williams, Non-Executive Director
Peter Williams is an executive of the Zuellig Group which has significant health care interests in Asia Pacific. In this
capacity he is a Director for a number of companies including, in New Zealand, EBOS Group Limited and C.B.
Norwood Distributors Limited. Peter is also a Director of Cape Healthcare Limited.

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63
Tony Edwards, Independent Director
Dr Tony Edwards is a founding Director and shareholder of The Doctor’s Group, which originated in Napier in 1989.
The Doctor’s Group became part of Radius Medical in 2005, which was in turn acquired by Green Cross Health (then
PharmacyBrands) in 2011. The Doctors is the primary brand of medical centres for Green Cross Health Medical.
Tony has been a board member of Medical Centres within the group since 1989. He is currently chair of Te Matau a
Maui Health Trust which is the owner of Health Hawke’s Bay Limited. He continues in his part time integrative Medical
Practice at The Doctors Napier.
Dame Margaret Millard, Independent Director
Dame Margaret Millard runs a farm in partnership with her husband and is currently the Chair of C. Alma Baker Trust
(NZ) Limited, a Trustee of the Strive Rehabilitation Manawatu Trust (client centred, community based social rehabilitation
for people with brain injuries) and Chair of the Manawatu Rangitikei Rural Family Support Trust. Dame Margaret was on
the Nursing Council of NZ for 8 years. She has been a member of Rural Women New Zealand for over 30 years and has
been heavily involved in a number of community initiatives both in New Zealand and across the world.
Ken Orr, Independent Director
Ken Orr has had over 30 years as a community pharmacist and is currently a partner in a group of pharmacies
in Northland. Ken was a former President of the NZ Pharmacy Guild, which represents the business interests of
community pharmacies. Ken was formerly a director of Manaia PHO and is now a Trustee of Mahitahi Hauora that
leads primary health care in Northland.
Carolyn Steele, Independent Director
Carolyn Steele is a Director of Metlifecare Limited, WEL Networks Limited, Ultrafast Fibre Limited, the Chair of the
Halberg Foundation and a Trustee of the New Zealand Football Foundation. Until 2016, Carolyn was a Portfolio
Manager at Guardians of New Zealand Superannuation, the Crown entity managing the New Zealand Superannuation
Fund. Prior to joining the Guardians in 2010, Carolyn spent ten years in investment banking at Forsyth Barr and
Credit Suisse/First NZ Capital.
Board of Directors

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65
Corporate
governance
For the year ended 31 March 2019
Corporate governance and the role of the Board of Directors
The Board understands the importance of good corporate governance in maximising the value of the Company.
Accordingly, the Board is working to ensure compliance with applicable regulatory requirements and best practice,
including the NZX Corporate Governance Code.
The Board is responsible for the strategic direction and objectives of the Company and sets the policy framework
within which Green Cross Health must operate. The Group CEO is appointed by the Board and has delegated
authority for the day-to-day operations of Green Cross Health.
NZX Corporate Governance Code
The Company has reviewed the 2019 NZX Corporate Governance Code and is in compliance with the majority of its
recommendations. The Company is actively working to ensure that it fully complies with the Code over time.
Compliance with the Principles of the Code is as follows:
Principle 1: Code of Ethical Behaviour
Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for these standards being followed throughout the organisation.
The Company has adopted formal Code of Ethics, Whistleblowing, and Share Trading Policies, which are available on
the Company’s intranet for employees to access and are included in employee induction.
Further detail on the Code of Ethics and Share Trading Policies is provided later in this Annual Report.
The Company also has procedures in place to ensure that gifts received by employees and Directors do not result in
inappropriate influence on decision making, and that conflicts of interest are disclosed and managed.
Principle 2: Board Composition and Performance
To ensure an effective Board, there should be a balance of independence, skills, knowledge,
experience and perspectives.
Board Charters and Management Responsibility
The Board operates under a written Charter and delegates authority to senior management, including the Group CEO
to run the day-to-day operations of the Company.
Director Terms of Appointment
The Company does not have written terms of appointment for current Directors, which reflects the long standing
tenure of many of the Directors. However, the Company will ensure that Terms of Appointment are provided to all new
Directors, as they are appointed.

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NZX Corporate Governance Code (continued)
Principle 2: Board Composition and Performance (continued)
Diversity Policy
The Company and the Board confirm the commitment and core responsibilities to building diversity and inclusion of
thought within the Company.
The Company is committed to attracting, developing and retaining a diverse, talented group of individuals whose
collective thoughts and contributions will help the Company to be the best healthcare company in New Zealand.
The Board is proud of the wide ranging ethnic, cultural and gender diversity across the Group that reflects the evolving
makeup of New Zealand society. The Company believes that this diversity better enables the Group to meet the needs
of its stakeholders, including customers, patients, clients, suppliers, funding agencies, employees and shareholders.
The Company’s Diversity Policy is published on its website (www.greencrosshealth.co.nz/governance).
Mandatory disclosure of Board and Key management gender diversity is provided later in this Annual Report.
Board Performance
Directors are expected to understand the Company’s operations and determine the professional development that
they require to undertake their duties. Senior management present to the Board on a regular basis on key matters
affecting the Company, enabling Directors to ask for further information and explanation as required.
The Board, led by the Chair, review their performance against the Board Charter in light of the Company’s changing
operating conditions and make improvements to Board processes and meetings when required changes in Board
focus are identified. A performance review has been conducted by a third party in 2019 with the active participation
of all the members of the Board.
Chair and CEO
The Company complies with the recommendation that the Chair (Peter Merton) is not the CEO.
Principle 3: Board Committees
The Board should use Committees where this will enhance its effectiveness in key areas, while still retaining
Board responsibility.
Board Committees
The Board has the following Committees, and has determined that no other Committees are required at this time:
• Audit Committee
• Finance and Risk Committee
• Nomination and Remuneration Committee
These Committees have written Charters. Additional information on the role and makeup of these Committees
is provided elsewhere in this Annual Report. The Board Charters are reviewed regularly and are available on the
Company’s website (www.greencrosshealth.co.nz/governance).
Directors who are not members of Committees are welcome to attend meetings if they wish. The company complies
with the recommendation that Management only attends Committee meetings at invitation of the Committee.
The NZX Governance Code recommends that the composition of Nomination and Remuneration Committee should
include a majority of independent Directors. The Company complies with this requirement.
Corporate governance

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67
Takeover Protocols
The Board has a Takeover Protocol to be followed if a takeover offer is made for the Company. In the event of a
takeover proposal, the Board will immediately establish an appropriately constituted Committee to deal with matters
arising from the proposal, including:
• Preparing the Company’s response to the proposal
• Engaging an independent advisor to advise on the merits of the proposal
• Making a recommendation to shareholders
Principle 4: Reporting and Disclosure
The Board should demand integrity in financial and non financial reporting, and in the timeliness and balance of
corporate disclosures.
The Board has a written continuous disclosure policy.
The Company complies with the recommendation that Board and Committee Charters, Code of Ethics and other key
governance documents are available on the Company’s website. The Interim and audited Annual Reports are also
available on the website (www.greencrosshealth.co.nz/investors).
The Board has members with financial reporting knowledge and experience that enable the Board to be satisfied that
financial matters are adequately disclosed in the Company’s reporting. The Company is also developing additional non-
financial reporting that, over time, will improve the Company’s non-financial reporting in areas such as environmental,
social and governance (ESG) reporting. This will be an ongoing process of development and refinement.
Principle 5: Remuneration
The remuneration of Directors and Executives should be transparent, fair and reasonable.
The Director Fee pool was last approved in 2015 and is currently capped at $500,000. Directors’ fees are informally
benchmarked against market precedents. Further disclosure of the details of Directors’ Fees is included elsewhere in
this Annual Report.
The Company has a remuneration policy for Directors, Officers and all employees of the Company,
which outlines its remuneration practices. The remuneration policy is available on the company’s website
(www.greencrosshealth.co.nz/governance).
The Company has disclosed details of the remuneration arrangements for the Group CEO. Please refer Group CEO
Remuneration under Other Annual Report Disclosures for the year.
The Company operates a share based incentive scheme for certain Senior Managers, which is disclosed further in
Note 22 to the Financial Statements.
Corporate governance

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NZX Corporate Governance Code (continued)
Principle 6: Risk Management
Directors should have a sound understanding of the material risks faced by the issuer and how to manage them.
The Board should regularly verify that the issuer has appropriate processes that identify and manage potential
and material risks.
The Board is responsible for risk management and internal control and has a framework for identifying, assessing,
controlling, monitoring and reporting on the key risks to the company’s people, assets, reputation and business objectives.
The Audit and Finance and Risk Committees have responsibility for ensuring that the Company’s risk management
framework, policies and procedures are effective and appropriate. The Company maintains a comprehensive Risk
Register and management reports to the Board regularly on health and safety issues and progress on objectives.
Risk reporting software is used to facilitate reporting by employees, capture risks, and escalate them within the
Company as required. The nature of many of the Company’s activities, including dispensing of drugs, providing
medical treatment, and caring for clients in their homes, makes managing health and safety risks a significant area of
focus within the Group.
The Company is exposed to substantially the same economic, environmental, and social risks as similar businesses
operating in the same sectors in New Zealand. These risks include:
• competitive pressure from traditional and disruptive competitor business models
• demographic changes impacting on employee availability and customer, client and patient demand
• regulatory changes
• changes to Government and wider Health Sector funding models
Principle 7: Auditors
The Board should ensure the quality and independence of the external audit process.
The Audit Committee is tasked with ensuring that the external audit process is independent and of high quality,
including approving any non-audit services provided by the audit firm.
The Committee is also responsible for ensuring that the audit firm or lead audit partner are rotated at least every five
years. The lead audit partner was rotated prior to the 2017 external audit.
The Company does not have an internal audit function but via the Audit and Finance and Risk Committees and the
Company’s external audit process, looks to maintain and improve risk management and internal controls.
The external auditor attends the Annual Meeting and is available to answer any questions from shareholders.
Principle 8: Shareholder Rights and Relations
The Board should respect the rights of shareholders and foster constructive relationships with shareholders that
encourage them to engage with the issuer.
The Company has redeveloped its website to enable better stakeholder access to financial and governance
information. Announcements and Reports are currently available at www.greencrosshealth.co.nz/investors with
further information to be added over coming months.
Communications from the Company are available electronically through the Company’s share registrar, Computershare.
The Company fully complies with the following recommendations:
• Shareholders have the right to vote on major decisions
• One vote per share
• Annual Meeting notice advised at least 20 business days prior to meeting
Directors and Officers of the Company attend the Annual Meeting and are available to answer questions from shareholders.
Corporate governance

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69
Board composition and structure
The Company’s current Board structure consists of 4 directors representing the 2 major shareholders (who
collectively hold 64% of the Company) together with 4 independent directors.
The Independent Directors are selected to ensure that the appropriate skills and experience required are available to
the Company.
In response to recommendation 2.8 of the NZX Corporate Governance Code recommending boards have a majority
of independent directors, and Green Cross Health not being compliant with this recommendation, the Board is of
the view that the existing Board structure appropriately reflects the shareholding structure of the Company and
represents the best interests of all shareholders.
In accordance with NZX Listing Rules, directors must not hold office (without re-election) past the third annual
meeting following the director’s appointment or 3 years, whichever is longer. In addition a director appointed by the
Board must not hold office (without re-election) past the next annual meeting following the director’s appointment.
The Board holds regular scheduled meetings and follows procedures that ensure that all Directors have the necessary
information to participate in an informed discussion on all agenda items and effectively carry out their duties. The
Group CEO, CFO and key senior managers attend appropriate sections of Board meetings.
Board meetings
The following table outlines the number of Board meetings attended by Directors during the course of the 2019
financial year.
DirectorMeetings heldMeetings attended
John (Andrew) Bagnall9 7
John Bolland 9 8
Peter Merton 9 9
Peter Williams9 8
Anthony (Tony) Edwards9 8
Margaret Millard 9 9
Kenneth Orr9 9
Carolyn Steele9 9
Corporate governance

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Code of Ethics
The Company has established a Code of Ethics to govern its conduct. The Code addresses ethical issues,
establishes compliance standards and procedures, provides mechanisms to report unethical behaviour
and provides for disciplinary actions. The Code of Ethics policy is available on the company’s website
(www.greencrosshealth.co.nz/governance).
Shareholder relations
The Company maintains a website (www.greencrosshealth.co.nz) where investors and interested stakeholders can
access financial and operational information and key corporate governance information about the Company.
The Board will ensure that shareholders are informed of major developments affecting the Company. Information is
available through the Annual Reports and shareholders are able to participate at each Annual Meeting. Any material
information affecting the Company during the intervening period is announced to the financial markets via the New
Zealand Stock Exchange (NZX) and the company website under the Board’s policy for continuous disclosure.
Insider trading guidelines
The Board has issued guidelines to prevent insider trading to all directors, deemed Directors, officers and other
restricted persons of Green Cross Health. All Directors, deemed Directors, officers and other restricted persons
of Green Cross Health must formally apply for consent to trade the Company’s securities from the CFO before
undertaking any sales or purchases.
The Board reviews all consents granted at each Board meeting. The Directors, deemed Directors, officers and other
restricted persons of Green Cross Health are obliged to complete and submit disclosure notices to the NZX within
five days of any trades being settled.
Board committees
The Board has three standing committees described as follows. The Board annually reviews the performance of the
standing committees against written charters.
Nomination and Remuneration Committee
This committee comprises two independent Directors and one non-executive Director, who meet as required to:
• Review the remuneration of the Group CEO and approve remuneration of the Group CEO’s direct reports
• Make recommendations to shareholders for non-executive and independent Director remuneration
• Recommend Director appointments
Remuneration packages are reviewed annually. Independent external surveys are used as a basis for establishing
competitive remuneration.
The composition of the Nomination and Remuneration Committee is John Bolland (Chair), Carolyn Steele and
Ken Orr. The committee meets as required.
Corporate governance

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71
Audit Committee
The committee comprises two independent Directors and one non-independent Director. One of the Directors is
appointed Chair who is not the Chair of the Board. All other Directors are entitled to attend the meetings.
The Group CEO and the CFO attend as ex-officio members and external auditors by invitation of the Chair. The Audit
Committee also meets privately with the external auditors, that is, without management in attendance. All Audit
Committee members must be financially literate, with at least one member having a financial background.
The Committee meets a minimum of three times each year. Its responsibilities include:
• To review the scope and outcome of the external audit
• To review the annual and half yearly financial statements prior to approval by the Board
• To approve the public releases of financial information
• To assess the performance of financial management and monitoring of material corporate risk assessments and
internal controls
• To report the proceedings of each meeting to the Board
• To make recommendations to the Board on the appointment of the external auditors, their independence and
their fees
The current composition of the committee is Carolyn Steele (Chair), Ken Orr and John Bolland.
DirectorMeetings heldMeetings attended
John Bolland 4 3
Ken Orr4 4
Carolyn Steele4 4
Finance and Risk Committee
The committee comprises two independent Directors and two non-independent Directors. One of the Directors is
appointed Chair who is not the Chair of the Board. All other Directors are entitled to attend the meetings.
The Group CEO and the CFO attend as ex-officio members. All Finance and Risk Committee members must be
financially literate.
The Committee meets a minimum of four times each year. Its responsibilities include:
• To review potential acquisition proposals, approve small acquisitions and make recommendations to the Board for
larger acquisitions
• To review the Group’s annual budgets and endorse for Board approval
• To review capex proposals and make recommendations to the Board
• To review risks and risk management
The current composition of the committee is Carolyn Steele (Chair), Peter Merton, Ken Orr and John Bolland.
DirectorsMeetings heldMeetings attended
John Bolland 9 8
Peter Merton9 8
Ken Orr9 9
Carolyn Steele9 9
Corporate governance

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Organisation structure and financial control
The Board has delegated to the Group CEO the management responsibilities of the Company.
The Board satisfies itself that adequate external insurance cover is in place appropriate to the Company’s size and
risk profile.
Gender and diversity
The following table set out a quantitative breakdown of the gender balance of the Directors and key personnel of the
Group as at 31 March 2019:
As at 31 March 2019DirectorsKey management personnel
Female2 25%2 50%
Male6 75%2 50%
Total8 4
As at 31 March 2018
Female2 25%- 0%
Male6 75%3 100%
Total8 3
Corporate governance

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73
Other Annual Report
Disclosures
For the year ended 31 March 2019
The total annual Directors’ remuneration approved for each financial year is capped at $500,000 (last approved in 2015).
The Directors holding office during the year ended 31 March 2019 and the remuneration paid or payable to the Directors
is as follows:
DirectorTotal Fees
$
John (Andrew) Bagnall35,000
John Bolland *
+#
35,000
Anthony (Tony) Edwards60,000
Peter Merton
#
85,000
Margaret Millard60,000
Kenneth Orr *
+#
65,000
Carolyn Steele *
+#
70,000
Peter Williams35,000
Total445,000
Payment allocations
Chair of Board85,000
Non-Executive Directors35,000
Independent Directors60,000
Chair of Audit Committee5,000
Chair of Finance and Risk Committee5,000
Independent Directors on Audit Committee and Finance and Risk Committee2,500
* = Audit Committee member
+ = Nomination and Remuneration Committee member
# = Finance and Risk Committee member
Group CEO remuneration
Rachael Newfield joined the company as Group CEO in January 2019, therefore her total remuneration for 2019 year is
not a reflection of future payments. Rachael was paid a sign on bonus in recognition of benefits she forwent in leaving
her previous role. Her package for the 2020 year will consist of a base salary, a Short Term Incentive (STI) and a Long
Term Incentive (LTI). The STI is a maximum of 25% of current base salary. The STI is based on a quantitative criteria to
be achieved during the 2020 year. The LTI is a maximum of 23% of current base salary. The LTI is designed to align the
Group CEO remuneration with financial outcomes for shareholders in the longer term.

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Employee remuneration
The number of employees or former employees of the group, not being Directors of Green Cross Health Limited, who
received remuneration and other benefits in their capacity as employees, the value of which exceeded $100,000 for
the year ended 31 March 2019 is set out below:
Employee annual remuneration bands:20192018
$100,000 - $109,99940 28
$110,000 - $119,99919 18
$120,000 - $129,99918 18
$130,000 - $139,99926 14
$140,000 - $149,99919 17
$150,000 - $159,99911 12
$160,000 - $169,99918 10
$170,000 - $179,9998 33
$180,000 - $189,99913 14
$190,000 - $199,99918 10
$200,000 - $209,99910 14
$210,000 - $219,99913 6
$220,000 - $229,9999 11
$230,000 - $239,9999 3
$240,000 - $249,9992 3
$250,000 - $259,9999 1
$260,000 - $269,9993 3
$270,000 - $279,9995 -
$280,000 - $289,9991 1
$290,000 - $299,999- 1
$300,000 - $309,9991 1
$310,000 - $319,9991 1
$320,000 - $329,9992 1
$330,000 - $339,999- -
$340,000 - $349,9992 -
$350,000 - $359,9991 1
$360,000 - $369,9991 -
$370,000 - $379,9991 -
$390,000 - $399,9991 -
$410,000 - $419,9991 -
$440,000 - $449,999- -
$520,000 - $529,999- -
$560,000 - $569,999- -
$580,000 - $589,9991 1
$900,000 - $909,9991 -
Former employees included in the above bands:16 3
Other annual report disclosures

Annual Report 2019 |
75
Donations
The Group made donations to the value of $17,911.
Directors’ shareholding and trades
The following table summarises:
(a) the number of shares in the Company held by Directors at 31 March 2019; and
(b) disclosures made by Directors, in accordance with section 148(2) of the Companies Act 1993, of acquisitions and
dispositions of relevant interests in shares in the Company during the year.
DirectorsHolding
1 April 2018
CancelledIssuedNet trades in
the period
Holding
31 March 2019
J A Bagnall (i)45,935,821 - - - 45,935,821
J B Bolland (ii)45,935,821 - - - 45,935,821
P M Merton (iii)45,840,983 - - - 45,840,983
P J Williams (iv)45,840,983 - - - 45,840,983
K A Orr (v)600,083 - - - 600,083
A W Edwards (vi)99,535 - - - 99,535
C M Steele (vii)18,000 - - 32,000 50,000
(i) J A Bagnall is a Director of LPL Trustee Limited and therefore holds a relevant interest of 45,935,821 fully
paid ordinary shares in the company (shares are legally owned by LPL Trustee Limited).
(ii) J B Bolland was appointed Director of LPL Trustee Limited on 10 June 2013 and therefore holds a relevant
interest in 45,935,821 fully paid ordinary shares in the company (shares are legally owned by LPL Trustee
Limited).
(iii) P M Merton is a Director of Cape Healthcare Limited and a trustee of the Pentz Trust which is a 49%
shareholder of Cape Healthcare Limited. P M Merton has a relevant interest in the 45,840,983 fully paid
ordinary shares in the Company owned by Cape Healthcare Limited.
(iv) P J Williams is a Director of Cape Healthcare Limited. He has a relevant interest in the 45,840,983 fully
paid ordinary shares in the Company owned by Cape Healthcare Limited.
(v) K A Orr holds a beneficial interest of 600,083 fully paid ordinary shares in the Company (shares are legally
owned by Orrs Kaipara Pharmacies Limited and Orrs Pharmacies Limited).
(vi) A W Edwards holds a beneficial interest of 99,535 fully paid ordinary shares in the Company.
(vii) C M Steele has a relevant interest in 50,000 fully paid ordinary shares in the Company, after acquiring
24,546 and 7,454 ordinary shares on 28 November 2018 and 29 November 2018 respectively for $38,978.
Directors’ insurance
Green Cross Health Limited has insured all its directors against liabilities to other parties that may arise from their
positions as directors. The insurance does not cover liabilities arising from criminal actions.
Other annual report disclosures

76
| GREEN CROSS HEALTH
General disclosure of interest by directors
(section 140(2) of the Companies Act 1993)
The Directors and Alternate Director of the Company named below have made a general disclosure of interest by a
general notice disclosed to the Board and entered in the Company’s interest register. General notices of interest were
given by these directors during the financial year ended 31 March 2019:
Andrew Bagnall – LPL Trustee Limited (Director and Shareholder), Segoura Limited (sole Shareholder and Director),
Plan B Limited (Director and Shareholder), Waiaro Investments Limited (Director and Shareholder), major Shareholder
or Director of various unlisted or privately controlled companies.
John Bolland – LPL Trustee Limited (Director and Consultant), Segoura Limited (Consultant), Plan B Limited
(Director and Shareholder), Waiaro Investments Limited (Director and Consultant), Shareholder or Director of various
unlisted or privately controlled companies.
Peter Merton – Cape Healthcare Limited (Director and Shareholder).
Kenneth Orr – Orrs Pharmacies Limited (Director and Shareholder), Orrs Kaipara Pharmacies Limited (Director and
Shareholder), Orrs Maungaturoto Pharmacy Limited (Director and Shareholder), Orrs Rust Ave Pharmacy Limited
(Director and Shareholder), Orrs Cameron Pharmacy Limited (Director and Shareholder), Orrs Ruakaka Pharmacy
Limited (Director and Shareholder), Orrs Tui Pharmacy Limited (Director and Shareholder), Orrs Kaikohe Pharmacies
Limited (Director and Shareholder), Manaia Health PHO Limited (Director), Member of Northland Collaboration
Kaupapa (Northland DHB, Manaia PHO, Te Tai Tokerau PHO and Iwi Leaders Group), Shareholder or Director of
various unlisted or privately controlled companies.
Tony Edwards – The Doctors (Napier) Limited (Shareholder and Director), The Doctors (New Lynn) Limited
(Shareholder and Director), The Doctors (Mangere) Limited (Shareholder and Director), Beedre Properties Limited
(Shareholder and Director), Galah Forestry Limited (Shareholder and Director), Trustee and Chairman of Te Matau a
Maui Health Trust (owner of Hawkes Bay PHO), Managing Director and Employee of The Doctors (Napier) Limited.
Margaret Millard - C. Alma Baker Trust (NZ) Limited (Chair), Strive Rehabilitation Manawatu Trust (Trustee),
Manawatu Rangitikei Rural Family Support Trust (Trustee), EG & MM Millard Trust (Trustee).
Carolyn Steele – Chair of Halberg Disability Sport Foundation, Director of Metlifecare Limited, WEL Networks
Limited, Ultrafast Fibre Limited, Trustee of New Zealand Football Foundation.
Peter Williams – Director of Cape Healthcare Limited, EBOS Group Limited and C.B. Norwood Distributors Limited.
Other annual report disclosures

Annual Report 2019 |
77
Shareholder
information
As at 31 March 2019
Shares and shareholding
The Company’s ordinary shares are listed on the NZX using the ticker code, GXH. As at 31 March 2019 the
Company had on issue 143,486,093 equity securities (as defined by the Financial Markets Conduct Act 2013) being
143,152,759 fully paid ordinary shares, and 333,334 redeemable ordinary shares payable to $0.01 and held on
trust by Life Pharmacy Trustee Company Limited on behalf of senior executive employees.
The 20 largest registered holders of quoted equity securities as at 31 March 2019 were as follows:
NameHolding%
LPL TRUSTEE LIMITED45,935,821 32.09
CAPE HEALTHCARE LIMITED45,840,983 32.02
BNP PARIBAS NOMINEES (NZ) LIMITED - NZCSD <BPSS40>3,317,500 2.32
MASSEY PHARMACY LIMITED2,877,150 2.01
FNZ CUSTODIANS LIMITED2,261,713 1.58
NEW ZEALAND PERMANENT TRUSTEES LIMITED - NZCSD <NZPT43>2,083,393 1.46
GANET INVESTMENTS LIMITED1,627,979 1.14
NATIONAL NOMINEES NEW ZEALAND LIMITED - NZCSD <NNLZ90>1,561,249 1.09
FRANCES ANN VUKSICH + WALTER MICK GEORGE YOVICH
<MARK & FRANCES FAMILY A/C>
1,139,224 0.80
GRANT CLAYTON BAI + CHRISTINA BAI + BARRIE MCCORMICK CAMPBELL
<GRATTON WILSON A/C>
1,066,224 0.74
THOMAS LAI + CAROLYN PAMELA LAI + KATHLEEN YEE
<THOMAS & CAROLYN LAI FAMILY A/>
994,985 0.70
KIM CHRISTOPHER WILKINSON + MARIE ELEANOR WILKINSON795,120 0.56
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>775,797 0.54
MATTHEW JAMES FLEET <FLEET BUSINESS A/C>750,000 0.52
ELIZABETH ANN MCAULAY687,022 0.48
CUSTODIAL SERVICES LIMITED <A/C 3>664,808 0.46
JANE STEWART DUNN662,115 0.46
WATT LAND COMPANY LIMITED570,116 0.40
JAMES STEVE BEGOVIC + KERRY ELLWYN BEGOVIC + KATHERINE MARINA PALIN
<BEGOVIC FAMILY A/C>
560,000 0.39
PIERRE GORDON PIERCE COTTER537,050 0.38

78
| GREEN CROSS HEALTH
Shares and shareholding (continued)
Substantial security holders
The following persons are deemed to be substantial product holders in accordance with section 274 (1) of the
Financial Markets Authority Act 2013:
NameHolding%
Cape Healthcare Limited45,840,983 32.02
LPL Trustee Limited45,935,821 32.09
Shareholding spread
Green Cross Health Limited’s shareholding spread as at 31 March 2019 is as follows:
Size of holdingHolders%Securities%
1-999339 18.8 155,725 0.11
1,000 - 9,999975 54.0 3,264,198 2.28
10,000 - 99,999415 23.0 12,158,603 8.49
100,000 - 499,99957 3.2 12,337,090 8.62
500,000 - 999,99911 0.6 7,525,907 5.26
1,000,000 and over10 0.6 107,711,236 75.24
Total1,807 100.0 143,152,759 100.00
Shareholder information

Annual Report 2019 |
79
Registered office
Green Cross Health Limited
Ground Floor, Building B
602 Great South Road
Ellerslie, Auckland 1051
Telephone: +64 9 571 9080
Board
P M Merton
Chair
J A Bagnall
Non-Executive Director
J B Bolland
Non-Executive Director
P J Williams
Non-Executive Director
A W Edwards
Independent Director
M M Millard
Independent Director
K A Orr
Independent Director
C M Steele
Independent Director
Officers
Rachael Newfield Group CEO
Vivek Singh Interim Group CFO
Board secretary
J H Greenwood BCom, FCA
Green Cross Health Limited
Private Bag 11 906
Ellerslie, Auckland 1542
Auditor
KPMG
KPMG Centre
18 Viaduct Harbour Avenue
Auckland
Bankers
Bank of New Zealand
80 Queen Street
Auckland 1010
Websites
www.greencrosshealth.co.nz
www.access.org.nz
www.lifepharmacy.co.nz
www.livingrewards.co.nz
www.thedoctors.co.nz
www.unichem.co.nz
Share registrar
Computershare Investor
Services Limited
Private Bag 92119
Auckland 1142
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Managing your
shareholding online:
To change your address, update
your payment instructions and
to view your registered details
including transactions, please visit:
www.investorcentre.com/nz
General enquiries can be
directed to:
enquiry@computershare.co.nz
Telephone: + 64 9 488 8777
Facsimile: + 64 9 488 8787
Please assist our registrar by
quoting your CSN
or shareholder number
Company directory

Green Cross Health Ltd
Ground Floor, Building B
602 Great South Road
Ellerslie, Auckland 1051
03413
Private Bag 11906
Ellerslie, Auckland 1542
www.greencrosshealth.co.nz
Working together
to support healthier
communities

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NOTICE OF ANNUAL MEETING

Notice is hereby given that the 2019 Annual Meeting of Shareholders of Green Cross Health
Limited (“the Company”) will be held at the Ellerslie Event Centre 80 Ascot Avenue
Greenlane Auckland on Tuesday, 30
th
of July 2019 at 2.30 pm.

BUSINESS:
A. Chair’s Address
B. Group Chief Executive Officer’s Address
C. Financial Statements and Reports
D. Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
1. That Dr Tony Edwards be re-elected as a Director of the Company.
2. To authorise the Directors to fix the remuneration of the Auditor for the ensuing
year.
To consider and, if thought fit, to pass the following special resolution:
3. That by way of a special resolution effective from the date of the Annual
Meeting, the existing constitution of the Company be revoked and a new
constitution, in the form presented to the meeting, and referred to in paragraph
2 of the explanatory notes, is adopted as the constitution of the Company.
E. To consider any other matter that may be properly brought before the Annual
Meeting.
Proxies and voting
Any shareholder who is entitled to attend and vote at the meeting may instead appoint a
proxy to attend and vote on their behalf. The Chairman of the Company is willing to act as
proxy for any shareholder who may wish to appoint him for that purpose. The Chairman
intends to vote any undirected proxies in favour of the resolutions.
If you wish to appoint a proxy please complete the enclosed proxy form and mail to:
Computershare Investor Services limited
Private Bag 92119
Auckland 1142
Alternatively you can complete a proxy form online at www.investorvote.co.nz
you will
need your CSN/security holder number and FIN to vote on line.
In either case, for your vote to be effective, it must be received not less than 48 hours
before the time of holding the meeting.
Note
Biographical information relating to the director standing for re-election at the meeting can
be found below.

Revocation and Adoption of New Constitution Explanatory Note
1. On 1 January 2019, NZX introduced new Listing Rules (the “New Rules”). Each
listed company is entitled to select a time between 1 January and 1 July 2019 at
which it will transition to be governed by the New Rules, rather than by the rules
previously in force (the “Previous Rules”). Green Cross Health (GXH) elected to
transition to the New Rules on 29 March 2019.
2. To comply with the New Rules, GXH needs to amend its constitution. An
amended constitution has been prepared. A copy, marked to show the changes
from the existing constitution, is available on www.greencrosshealth.co.nz or
may be obtained on request to Lisa Getkate at Millenniun Centre, Ground Floor
Building B, 602 Greath South Road, Ellerslie (09 571 9088).
3. A summary of the significant changes to the constitution is set out below. In
principle, the changes proposed are limited to those required to comply with the
New Rules, to update relevant references to the Company name and legislation,
and to allow for electronic notices and participation in meetings by electronic
means. Unless expressly stated otherwise, reference to clause numbers below
are references to clause numbers in the constitution as proposed to be amended.
4. Summary of significant changes:
(a) Directors
The rules requiring regular retirement and re-election of directors have been
changed as follows:
• Under the Previous Rules, one third of the directors, or the number
nearest one third, must retire at the annual meeting in each year, and are
eligible for re-election. The directors to retire are those who have been
longest in office.
• Under the New Rules, a director may not hold office, without being re-
elected, past the third annual meeting after his or her appointment or re-
election, or for three years, whichever is the longer.
The Previous Rules provided that executive directors were not required to retire by
rotation. That exception has been removed. The requirement that the term of
appointment of an executive director not exceed five years has also been removed.
Green Cross currently has no executive directors.
The constitution has been amended to reflect these changes made by the New Rules
(clauses 11.6, 11.7, 11.16 and 11.17).
(b) Voting at Meetings
The New Rules require that all voting at shareholders’ meetings must be conducted
by way of a poll. A provision has been added to the constitution that the
chairperson of a shareholders’ meeting will always require a poll to be conducted
(clause 5.1 of Schedule 2).
(c) Other Changes
The following other changes have been made:
• The Company’s name has been updated.

• Changes to the definitions in the constitution, and various other less
significant wording changes, have been made to reflect the provisions of
the New Rules.
• References to legislation have been updated to refer to current legislation
or where the legislation is no longer in force, references to repealed
legislation have been deleted.
• Provisions which are no longer relevant (e.g. in previous clause 11.3) have
been removed.
• Provisions have been added or changed to allow for the giving of notices
by electronic means and participation in meetings by electronic means.
• Making consequential alterations in numbering and fixing typographical
errors.
5. Pursuant to the Companies Act 1993, the proposed amendments must be
approved by a special resolution of shareholders. As the amendments to the
constitution do not impose or remove a restriction on the activities of the
Company or affect the rights attaching to shares, the shareholder minority buy-
out rights under the Companies Act 1993 do not apply.

Afternoon Tea will be served at the conclusion of the meeting.

For and on behalf of the Board

Jim Greenwood
Company Secretary

Dated: 27 June 2019

Biographical information relating to the director standing for re-election
Tony Edwards, Independent Director

Dr Tony Edwards is a founding Director and shareholder of The Doctor’s Group, which
originated in Napier in 1989. The Doctor’s Group became part of Radius Medical in 2005,
which was in turn acquired by Green Cross Health (then Pharmacybrands) in 2011. The
Doctors is the primary brand of medical centres for Green Cross Health Medical.
Tony is currently chair of Te Matau a Maui Health Trust which is the owner of Health
Hawke’s Bay Limited. He continues in his part time integrative Medical Practice at The
Doctors Napier.

---

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How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointing of Proxy
As a shareholder you may attend the meeting and vote, or you may appoint a
proxy to attend the meeting and vote on your behalf. A proxy can be any person
of the shareholder’s choice and does not have to be a shareholder. The Chair,
or any other Director, is willing to act as a proxy for any shareholder who
wishes to appoint him or her for that purpose. Any undirected votes in respect
of a resolution, where the Chair or any other Director is appointed proxy, will be
voted in favour of the relevant resolution, other than when he or she is
prohibited from voting on that resolution. To appoint a proxy, please enter the
name of your proxy in the space allocated in ‘Step 1' overleaf of this form. If you
do not name a person as your proxy or your named proxy does not attend the
meeting, the Chair will be appointed your proxy and will vote in accordance with
your express direction (subject to any voting prohibitions), and any undirected
votes will be voted in accordance with the Chair's discretion.
Voting of your holding
Direct your proxy how to vote or give the proxy discretion as to how to vote on
the resolutions by completing FOR, AGAINST, ABSTAIN or PROXY DISCRETION
box on ‘Step 2’ overleaf. If the form is returned without a direction as to how the
proxy shall act on a resolution the proxy will exercise the proxy’s discretion as
to whether to vote and, if so, how.
If you propose to ATTEND the Annual Meeting:
Bring this admission card, proxy form and voting instructions/ballot paper to the
share registry at the entrance to the meeting.
If you do NOT propose to attend the Annual Meeting:
Please complete and sign the proxy and voting instruction sections in ‘Step 1’
and ‘Step 2’ overleaf of this form, sign the form and return it to the share
registrar.
Signing Instructions
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should
sign (on behalf of all shareholders). In the case of joint shareholders, if the
shareholders appoint different proxies, the vote of the proxy appointed by the
first shareholder will be counted.
Power of Attorney
If the form is signed under a power of attorney, a certificate of non-revocation
must be completed and a certified copy of the power of attorney must be
produced to the company unless it has already been noted by the company.
Companies
This form must be signed by a duly authorised Director or duly authorised
officer or attorney. Please sign in the appropriate place and indicate the office
held.

STEP 1
ATTENDANCE SLIP

SIGN
Contact Name Contact Daytime Telephone Date

STEP 2
hereby appointof
or failing him/herof
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
I/We being a shareholder/s of Green Cross Health Limited
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Shareholders of Green
Cross Health Limited to be held at 2:30pm, Tuesday 30 July 2019, at the Ellerslie Event Centre, 80 Ascot Avenue, Greenlane, Auckland and at any adjournment of
that meeting and as my proxy thinks fit on any additional resolution or amendment to resolutions so as to give effect to my/our intention as set out below where possible.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted.
Unless otherwise instructed, the proxy will vote as he/she thinks fit.
Voting Instructions/Voting Form
Signature of Securityholder(s) This section must be completed.
Securityholder 1
or Sole Director/Director
Securityholder 2
or Director (if more than one)
Securityholder 3
Annual Meeting of Shareholders of Green Cross Health Limited
to be held at 2:30pm, Tuesday 30 July 2019, at the Ellerslie
Event Centre, 80 Ascot Avenue, Greenlane, Auckland.
@Elect Electronic Communications
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Email Address
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ForAgainstAbstain
Proxy
Discretion
Ordinary Resolutions
1.That Dr Tony Edwards be re-elected as a Director of the Company.
2.To authorise the Directors to fix the remuneration of the Auditor for the ensuing year.
ForAgainstAbstain
Proxy
Discretion
Special Resolution
3.That by way of a special resolution effective from the date of the Annual Meeting, the existing
constitution of the Company be revoked and a new constitution, in the form presented to the meeting,
and referred to in paragraph 2 of the explanatory notes, is adopted as the constitution of the Company.

---

Online
www.investorcentre.com/nz
Phone
+64 9 488 8777
Address
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Private Bag 92119
Auckland 1142
Green Cross Health Limited - Annual Report
We look forward to presenting our Annual Report for the financial year ended 31 March 2019, in June 2019. This
report will also be available on our website www.greencrosshealth.co.nz. Future Annual Reports will also be
available from this website.
It's important to note that as a result of listing regulations we need to confirm how you'd like to receive our investor
communications in the future. At Green Cross Health, we're committed to sustainability and reducing our
environmental footprint. You can too by choosing to receive our investor communications electronically.
We encourage you to elect to receive all your Green Cross Health shareholder communications electronically by
visiting www.investorcentre.com/nz. Existing users should login, select ‘My Profile’ and click on the ‘Update’ button
on the ‘Communication Preferences’ tile. For new users, click on ‘Create Login’ and follow the steps to create your
User ID and password.
Alternatively, please supply your email address below if you wish to receive, where applicable, all shareholder
communications electronically. This will include Annual Reports, transaction statements, payment advices, meeting
documentation and any other company related information.
Email address
Although these reports are available electronically, you may at any time request a free printed copy of the most
recent and future Annual Reports.
Please tick this box if you would like to receive a printed copy of the Annual Report when available
each year.
If you provide your email address and tick the box above, you will be deemed to have elected the electronic option.
Note: If we do not receive this form back, we are unable to automatically send you a printed copy of our reports in
the future.
If you have any questions about changing how you receive shareholder communications, please contact
Computershare at the details shown above.
GXH